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Corporate Governance

Bursa Malaysia (Company) adheres to high standards of corporate governance practices under the leadership of the Board, as guided by the Malaysian Code of Corporate Governance (Code) which was revised on 22 April 2015. The Company's Corporate Governance Statement is available in the Company's Annual Report.

Regulatory Committees

Terms of Reference

Regulatory Committees

  • Regulatory and Conflicts Committee
  • Listing Committee
  • Market Participants Committee
  • Appeals Committee

Regulatory and Conflicts Committee

Regulatory Committees - Regulatory and Conflicts Committee
Status  The Regulatory and Conflicts Committee (RACC) is a committee of the Board of Directors of Bursa Malaysia Berhad (Bursa).
Membership Classification
  1. Public Interest Director (Chairman of the RACC)
  2. Public Interest Director
  3. Public Interest Director
  4. Public Interest Director
  5. Independent Non-Executive Director
Primary Purpose

The RACC is responsible for overseeing the regulatory functions and conflicts conflicts arrangement within Bursa group (the Group). It also reviews and approves proposed changes to the Listing Requirements (LR)/the Group business rules.

The RACC is also responsible for the management and administration of the Capital Market Education and Integrity Fund (CMEIF) of Bursa in accordance with the requirements under Part II: Regulatory Oversight of the Guidance on the Regulatory Role of Bursa dated 28 March 2012 to meet its objectives.

The CMEIF of Bursa is set up pursuant to a directive issued by the Securities Commission dated 16 October 2012 to account for all fines and transfer monies collected by Bursa, which are segregated as liability in the balance sheet.

In addition, the RACC is responsible to perform an independent review of appeal cases on contract/trade cancellations.

Responsibilities

Specific responsibilities include, to:-

  • Oversee the regulatory structure and functions of Bursa to ensure the effective and efficient discharge of Bursa’s duties under the Capital Markets and Services Act 2007 (CMSA) as a regulator, having regard to public interest
  • Review and recommend Annual Regulatory Report (ARR) of Bursa, for approval by the Board
  • Review and recommend the annual Regulatory Plan (ARP) and Budget, for approval by the Board. This review shall include the initial proposal by Regulation Division and the final recommendation by Bursa Management
  • Review and recommend the annual Manpower Plan of Regulation Division, for approval by the Board. The review is mainly to ensure availability of optimal human resources in Regulation Division
  • Quarterly review of the implementation status of key initiatives under the ARP
  • Quarterly review of the resources (financial and manpower) allocated to Regulation Division
  • Review and approve the Regulation Scorecard and key performance indicators
  • Review the performance of the Chief Regulatory Officer/Director of Regulation in relation to the regulatory functions within the Group, and submit the outcome of performance assessment to the Nomination and Remuneration Committee (NRC) for determination of reward allocation
  • Review and recommend remuneration and reward policies (where necessary) for Regulation Division, for consideration by the NRC and approval by the Board
  • Conduct quarterly ‘one-on-one’ engagement session with the Chief Regulatory Officer/Director of Regulation in the absence of other Bursa Group Management
  • Review the adequacy of the arrangements within the Group for dealing with any perceived or actual conflict between the proper performance of its regulatory functions and its commercial interests, including any conflict of interests (COI) or potential COI arising from Bursa being a self-listed entity
  • Review and approve the Guidelines for Handling of COI, and any amendment thereof
  • Review COI situations that may arise in the organisation in accordance with the guidelines/procedures and where the RACC determines that a COI or potential COI does or may arise as a result of Bursa being a self-listed entity and frontline regulator, the matter shall be escalated to the Board for decision
  • Review and approve proposed changes to the LR/the Group business rules
  • Approve utilisation of the CMEIF for programmes and initiatives proposed based on the approved objectives and guidelines
  • Determine, review and recommend changes to the CMEIF’s objectives, where appropriate
  • Determine, review and approve the CMEIF’s guidelines and plans, where appropriate
  • Determine the allocation of the utilisation of the CMEIF for the programmes and initiatives approved for implementation
  • Monitor the utilisation of CMEIF and its balances
  • Decide on all other matters in relation to the management of the CMEIF
  • Deliberate and, subject to such facts and representations made by Bursa management and/or claimants, decide on whether Bursa had acted in good faith in cancelling a contract/trade or whether the contract/trade cancellation was justified
Authority

The RACC shall have the authority to make decisions on matters which fall within the responsibilities of the RACC and where the RACC deems appropriate, to delegate certain matters within its responsibilities to the Management.

The RACC shall also have the authority to make decision on whether Bursa had acted in good faith in cancelling a contract/trade or whether the contract/trade cancellation was justified.

Meetings

The RACC shall meet as and when it deems necessary to fulfil its responsibilities.

The Quorum for the RACC shall be three (3).

Each member of the RACC is entitled to one (1) vote in deciding the matters deliberated in the meeting.

The decision that gained the majority votes shall be the decision of the RACC. In the event of an equality of votes, the Chairman of the RACC shall be entitled to a second or casting vote

Communication to the Board

The minutes of each RACC meeting shall be tabled to the Board for notation.

The RACC may from time to time submit to the Board its recommendation on matters within its purview, for the Board’s decision.

Circular Resolution A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the RACC. All such resolutions shall be described as “Members’ Circular Resolutions” and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more members. The expressions “in writing” or “signed” include approval by legible confirmed transmission by facsimile, telex, cable, telegram or other forms of electronic communications.
Secretariat The following persons shall be the joint secretaries to the RACC:-
  1. Company Secretary; and
  2. Person(s) appointed by the RACC from:
    1. Corporate Governance & Secretarial and/or
    2. Regulation.
The joint secretaries shall be responsible for preparation of agenda in consultation with the Chairman, minutes of meetings and distribution to all the members the papers to be deliberated at the meeting. 
Appointment Process

The review of the composition of the RACC shall be conducted once in every two (2) years. The RACC members shall be appointed by the Board of Directors for a term of two (2) years or such other period as may be specified by the Board of Directors from time to time, and the RACC members may be eligible for re-appointment.

The Board of Directors may revoke the appointment of a member and/or vary the term of appointment of a member at any time as it deems fit.

Listing Committee

No member of the Listing Committee should sit on the Appeals Committee

A Board member who sits on the LC shall not be an Executive/Management of any Public Listed Company and/or Stockbroking Company

Regulatory Committees - Listing Committee
Status The Listing Committee (LC) is a committee established by the Board of Bursa Malaysia Berhad. It is a committee appointed/approved by the Board of Bursa Malaysia Securities Berhad (Bursa Securities) as the LC of Bursa Securities.
Membership Classification
  1. Public Interest Director/Independent Non-Executive Director (Chairman of the LC)
  2. One (1) Public Interest Director/Independent Non-Executive Director
  3. Four (4) independent individuals with legal qualification or regulatory experience
  4. Four (4) independent individuals with accounting qualification, investment banking or corporate finance experience
Primary Purpose The LC is responsible to decide on all major enforcement action undertaken under the Listing Requirements of Bursa Securities, withdrawal of listing and other major listing related regulatory decisions.
Responsibilities Specific responsibilities include, to:-
  • Preside over matters relating to alleged breaches by Listed Issuers, Directors, Principal Officers, Advisers, Sponsors and any other persons to whom the Listing Requirements of Bursa Securities are directed to, and decide on breaches and appropriate sanctions or such other actions
  • Decide on such matters (including applications and policies) in relation to the Listing Requirements of Bursa Securities referred to the LC by the Management.
  • Consider and decide on cases of appeal from parties against decisions by the Management, as may be referred by the Management
Authority The LC shall have the authority to make decisions on matters which fall within the responsibilities of the LC and where the LC deems appropriate, to delegate certain matters within its responsibilities to the Management.
Meetings The LC shall meet as and when it deems necessary to fulfil its responsibilities.

The Quorum for the LC shall be atleast 50% of the number of LC members for the time being, including at least one (1) member who is Public Interest Director or Non-Executive Director.

Each member of the LC is entitled to one (1) vote in deciding the matters deliberated in the meeting.

The decision that gained the majority votes shall be the decision of the LC. In the event of an equality of votes, the Chairman of the LC shall be entitled to a second or casting vote.
Communication to the Board The minutes of each LC meeting shall be tabled to the Board for notation.

The LC may from time to time raise significant issues to the attention of the Board.

Circular Resolution A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the LC. All such resolutions shall be described as "Members' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more members. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile, telex, cable, telegram or other forms of electronic communications.
Secretariat The following persons shall be the joint secretaries to the LC:-
  1. Company Secretary; and
  2. Person(s) appointed by the LC from Corporate Secretarial & Compliance.
The joint secretaries shall be responsible for preparation of agenda in consultation with the Chairman, minutes of meeting and distribution to all the members the papers to be deliberated at the meeting.
Appointment Process

The review of the composition of LC shall be conducted once in every two (2) years. The LC members shall be appointed by the Board of Directors for a term of two (2) years or such other period as may be specified by the Board of Directors from time to time, and the LC members may be eligible for re-appointment.

The Board of Directors may revoke the appointment of member and/or vary the term of appointment of a member at any time as it deems fit.

Market Participants Committee

Regulatory Committees - Market Participants Committee
Status The Market Participants Committee (MPC) is a committee established by the Board of Bursa Malaysia Berhad. It is a committee appointed/approved by the Board of the licensed subsidiaries, namely, Bursa Malaysia Securities Bhd, Bursa Malaysia Derivatives Bhd, Bursa Malaysia Depository Sdn Bhd, Bursa Malaysia Securities Clearing Sdn Bhd, Bursa Malaysia Derivatives Clearing Bhd and Bursa Malaysia Bonds Sdn Bhd pursuant to their respective Rules.
Membership

Note:

No member of the MPC should sit on the Appeals Committee

A Board member who sits on the MPC shall not be an Executive/Management of any Public Listed Company and/or Stockbroking Company

Classification
  1. Public Interest Director/Independent Non-Executive Director (Chairman of the MPC)
  2. One (1) Public Interest Director/Independent Non-Executive Director
  3. Two (2) independent individuals with legal qualification or regulatory experience
  4. Four (4) independent individuals with significant experience in the securities industry
  5. Two (2) independent individuals with significant experience in the derivatives industry
Primary Purpose The MPC is responsible to decide on:-
  1. all matters related to registration of Participating Organisations, Trading Participants, Clearing Participants, Participants of Electronic Trading Platform (ETP), Authorised Depository Agents (ADAs), Authorised Direct Members (ADMs) and Registered Persons (Participants) and all regulatory matters in relation to the Rules of the respective licensed subsidiaries; and
  2. all claims made against the compensation fund of Bursa Malaysia Depository Sdn Bhd (Bursa Depository), and matters relating to the determination of such claims, based on the delegated authority from the Board of Bursa Malaysia Berhad and Bursa Depository.
Responsibilities Specific responsibilities include, to:-
  • Preside over matters relating to alleged breaches of the Rules by Participating Organisations, Trading Participants, Clearing Participants, Participants of ETP, ADAs, ADMs, persons registered pursuant to the requirements of the relevant Rules and any other requirements as directed, and decide on breaches and appropriate sanctions or such other actions
  • Deliberate and/or decide on such matters (including applications and policies) in relation to the Rules referred to the MPC by the Management
  • Consider and decide on cases of appeal against decisions by the Management, as may be referred by the Management
  • Deliberate and make decision on the determination of all claims made against the compensation fund of Bursa Depository (Depository Compensation Fund)
  • Decide on all other matters in relation to the Depository Compensation Fund
Authority The MPC shall have the authority to make decisions on matters which fall within the responsibilities of the MPC and where the MPC deems appropriate, to delegate certain matters within its responsibilities to the Management.
Meetings The MPC shall meet as and when it deems necessary to fulfil its responsibilities.

The Quorum for the MPC shall be at least 50% of the number of MPC members for the time being, including at least one (1) member who is Public Interest Director or Non-Executive Director.

Each member of the MPC is entitled to one (1) vote in deciding the matters deliberated in the meeting.

The decision that gained the majority votes shall be the decision of the MPC. In the event of an equality of votes, the Chairman of the MPC shall be entitled to a second or casting vote.
Communication to the Board The minutes of each MPC meeting shall be tabled to the Board for notation.

The MPC may from time to time raise significant issues to the attention of the Board.

Circular Resolution A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the MPC. All such resolutions shall be described as "Members' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more members. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile, telex, cable, telegram or other forms of electronic communications.
Secretariat The following persons shall be the joint secretaries to the MPC:-
  1. Company Secretary; and
  2. Person(s) appointed by the MPC from Corporate Secretarial & Compliance.
The joint secretaries shall be responsible for preparation of agenda in consultation with the Chairman, minutes of meeting and distribution to all the members the papers to be deliberated at the meeting.
Appointment Process

The review of the composition of the MPC shall be conducted once in every two (2) years. The MPC members shall be appointed by the Board of Directors for the term of two (2) years or such other period as may be specified by the Board of Directors from time to time, and the MPC members may be eligible for re-appointment.

The Board of Directors may revoke the appointment of a member and/or vary the term of appointment of a member at any time as it deems fit.

Appeals Committee

Regulatory Committees - Appeals Committee
Status The Appeals Committee (APC) is a committee established by the Board of Bursa Malaysia Berhad. It is a committee appointed/approved by the Boards of Bursa Malaysia Securities Bhd, Bursa Malaysia Derivatives Bhd, Bursa Malaysia Depository Sdn Bhd, Bursa Malaysia Securities Clearing Sdn Bhd, Bursa Malaysia Derivatives Clearing Bhd and Bursa Malaysia Bonds Sdn Bhd as the APC of the respective entities pursuant to their respective Rules.
Membership

Note: Members must not be involved in the Listing, Market Participants & Compensation Committee

A Board member who sits on the APC shall not be an Executive/Management of any Public Listed Company and/or Stockbroking Company

Classification
  1. Chairman of the Board (Chairman of the Appeals Committee)
  2. One (1) Public Interest Director/Independent Non-Executive Director
  3. Two (2) independent individuals with significant experience in securities or derivatives industry
  4. Four (4) independent individuals with legal qualification or regulatory expertise
Primary Purpose The APC is responsible for hearing and deciding on appeals against first instance decisions of the Listing Committee or Market Participants Committee made:-
  1. for or against Participating Organisations, Trading Participants, Clearing Participants, Participants of Electronic Trading Platform (ETP), Authorised Depository Agents (ADAs), Authorised Direct Members (ADMs), Registered Persons, Applicants, Listed Issuers, Directors, Principal Officers, Advisors, Sponsors and all other persons to whom the Listing Requirements, Rules and any other relevant requirements are directed; and
  2. in relation to claims made under the compensation fund of Bursa Malaysia Depository Sdn Bhd (Depository Compensation Fund).

Any decision(s) made by the APC is final and non-appealable.

Responsibilities Specific responsibilities include, to:-
  • Consider appeals from Participating Organisations, Trading Participants, Clearing Participants, Participants of ETP, ADAs, ADMs, Registered Persons, Listed Issuers, Directors, Principal Officers, Advisors, Sponsors, Applicants, and any other persons to whom the Listing Requirements, Rules and any other relevant requirements are directed against decisions made by the Group with regard to decisions made by the Listing Committee, Market Participants Committee and Compensation Committee or appeals from Group Regulation against decisions made by the same Committees
  • Consider appeals in relation to disputes involving market participants where the Exchange had acted to make a determination
  • Consider appeals in relation to claims made under the Depository Compensation Fund
Authority The APC shall have the authority to make decisions on all regulatory appeals brought before it.
Meetings The Appeals Committee shall meet as and when it deems necessary to fulfil its responsibilities.

The Quorum for the APC shall be 50% of the number of the APC members for the time being, including at least one (1) member who is Public Interest Director or Non-Executive Director.

Each member of the APC is entitled to one (1) vote in deciding the matters deliberated in the meeting.

The decision that gained the majority votes shall be the decision of the APC. In the event of an equality of votes, the Chairman of the APC shall be entitled to a second or casting vote.
Communication to the Board The minutes of each APC meeting shall be tabled to the Board for notation.

The APC may from time to time raise significant issues to the attention of the Board.

Circular Resolution A resolution in writing signed by a majority of all members shall be valid and effectual as if it had been passed at a meeting of the APC. All such resolutions shall be described as "Members' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more members. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile, telex, cable, telegram or other forms of electronic communications.
Secretariat The following persons shall be the joint secretaries to the APC:-
  1. Company Secretary; and
  2. Person(s) appointed by the APC from Corporate Secretarial & Compliance.
The joint secretaries shall be responsible for preparation of agenda in consultation with the Chairman, and distribution to all the members the papers to be deliberated at the meeting.
Appointment Process The review of the composition of the APC shall be conducted once in every two (2) years. The APC members shall be appointed by the board of directors for a term of two (2) years or such other period as may be specified by the Board of Directors, and the APC members may be eligible for re-appointment.

The Board of Directors may revoke the appointment of members and/or vary the term of appointment at any time as its deems fit.