Governance Committees

Audit Committee

TERM OF REFERENCE
Status
The Audit Committee (AC) is a committee of the Board of Directors.
Membership
Classification
  1. Independent Non-Executive Director (Chairman of the AC)
2. Independent Non-Executive Director

3. Independent Non-Executive Director

4. Public Interest Director

5. Independent Non-Executive Director
The AC shall be appointed by the Board amongst its directors and shall comprise at least three (3) members who must be non-executive directors and financially literate, the majority of whom shall be independent directors. At least one (1) member of the AC:-

1. must be a member of the Malaysian Institute of Accountants (MIA); or

2. if he is not a member of the MIA, he must have at least three (3) years' working experience; and

a) he must have passed the examinations specified in Part I of the 1 st Schedule of the Accountants Act 1967; or

(b)he must be a member of one of the associations of accountants specified in Part II of the 1 st Schedule of the Accountants Act 1967;

3. fulfils such other requirements as prescribed by Bursa Malaysia Securities Berhad or approved by the Securities Commission.

No alternate Director shall be appointed as a member of the AC.
Primary Purpose
The AC is responsible for reviewing reports from internal and external auditors to validate scope, evaluate existing policies, establish audit quality and ensure compliance with the Group’s policies. The AC will also be responsible for ensuring that proper processes and procedures are in place to comply with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies.
Responsibilities Specific responsibilities include:
Review the Group's quarterly results and year end financial statements before submission to the Board, focusing particularly on:
  • Changes in or implementation of major accounting policy changes
  • Significant and unusual events
  • Significant adjustments arising from the audit
  • Compliance with accounting standards and other legal requirements
  • The going concern assumption
Recommend appointment or reappointment of external auditor and their audit fees

Review with the external auditors on the following and report the same to the Board:-
  • Audit plan
  • Audit report
  • Evaluations of the system of internal controls
  • The assistance given by the employees to the external auditor
  • External auditors' management letter and management's response thereto
  • Any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditor
Review with the Group Internal Audit on the following and report the same to the Board:-
  • Effectiveness of the Group's internal control systems
  • Adequacy of resources for internal control and dealing with problems encountered during the audit process
  • Adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its responsibilities
  • The internal audit programme and processes, the results of the internal audit programme and processes as well as investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function
Take cognizance of resignations of internal audit staff members and provide the resigning internal audit staff member an opportunity to submit his reasons for resigning upon receipt of such notice of resignation

Review the appraisal or assessment of the performance of members of the internal audit function which is headed by Head of Group Internal Audit who will be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes within the Group

Review the following and report the same to the Board:-
  • The Annual Statement of Internal Control to be published in the Annual Report
  • Any related party transactions and conflict of interest situations that may arise including any transaction, procedure or course of conduct that raises question of management integrity
  • Any letter of resignation from the external auditors or suggestions for their dismissal
  • Whether there is reason (supported by grounds) to believe that the external auditor is not suitable for reappointment
Verify the allocation of options pursuant to the Employees’ Share Option Scheme (ESOS) at the end of each financial year as being in compliance with the criteria which is disclosed to the employees and make a statement in the Annual Report that such allocation has been verified

Assess processes and procedures to ensure compliance with all laws, rules and regulations, directives and guidelines established by the relevant regulatory bodies

Carry out any other function that may be mutually agreed upon by the AC and the Board
Authority AC shall have the authority to :-
Approve any appointment or termination of senior staff members of the internal audit function
Convene meeting with the external auditors, the internal auditors or both excluding the attendance of other directors and employees of the Group, whenever deemed necessary and such meetings with the external auditors shall be held at least twice a year
Obtain external professional advice or other advice and invite persons with relevant experience to attend its meetings, if necessary
Investigate any matter within its terms of reference, have the resources which it needs to do so, full and unrestricted access to information pertaining to the Group and the Management, and all employees of the Group are required to comply with requests made by the AC
Have direct communications channels with the external auditors and internal auditors, and also to engage the senior management on a continuous basis, such as the chairman, the chief executive officer and the chief financial officer in order to be kept informed of matters affecting the Group
Meetings
The AC shall meet four (4) times each year and at such other time(s) as it deems necessary to fulfil its responsibilities.

The Quorum for the AC shall be three (3), the majority of members present must be independent directors.

Each member of the AC 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 AC. In the event of an equality of votes, the Chairman of the AC shall be entitled to a second or casting vote.
Communication to the Board
The AC shall prepare a report each year concerning its activities in compliance with these terms of reference to be tabled to the Board and for inclusion in the Group’s Annual Report.

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

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

Where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the AC must promptly report such matter to the Securities Commission.
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 AC. 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 AC:-

(i) Company Secretary;

(ii) Person(s) appointed by the AC from:

  • Group Internal Audit; and
  • Finance.

The Company Secretary 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
Annual review and re-appointment by the Board of Directors subject to the Board of Directors’ review of the term of office and performance of AC and each of its members at least once every three (3) years to determine whether such AC and members have carried out their duties in accordance with their terms of reference.

 

Nomination and Remuneration Committee

TERM OF REFERENCE
Status
The Nomination and Remuneration Committee (NRC) is a committee of the Board of Directors.
Membership
Classification
  1. Public Interest Director (Chairman of the NRC)
2. Public Interest Director

3. Independent Non-Executive Director

4. Independent Non-Executive Director

5. Independent Non-Executive Director
Primary Purpose
The NRC is responsible for recommending candidates for appointment to the Board, Board Committees and Management Committee. The NRC will also recommend and negotiate the compensation packages for these appointments.
Responsibilities Specific responsibilities include:
Formulate the nomination, selection, compensation, and succession policies for the members of the Board, Board Committees and Management Committee
Make recommendations to the Board on new candidates for appointment and re-election to the Board
Make recommendations to the Board for appointments to fill casual vacancies Make recommendations to the Minister of Finance on new candidates for appointments as Public Interest Directors
Ensure that the compensation offered is appropriate with the responsibilities, in line with market practice, and based on performance
Review the compensation policy for the Group and ensure alignment of compensation to corporate performance
Recommend the engagement of external professional advisors to assist and/or advise the NRC, on selection and compensation matters, where necessary
Ensure that orientation and education programmes are provided for new members of the Board
Establish a set of quantitative and qualitative performance criteria to evaluate the performance of each member of the Board and the Chief Executive Officer
Review the required mix of skills, experience and other qualities of the Board annually
Review the performance of the Chief Executive Officer and members of the Board
Recommend members of Board Committees established by the Board
Authority
No specific decision-making authority. NRC will make recommendations to the Board.
Meetings
The NRC shall meet two (2) times each year and at such other time(s) as it deems necessary to fulfil its responsibilities.

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

Each member of the NRC 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 NRC. In the event of an equality of votes, the Chairman of the NRC shall be entitled to a second or casting vote.
Communication to the Board
The minutes of each NRC meeting shall be tabled to the Board for notation.

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

The NRC shall also prepare a report on the effectiveness of the Board as a whole and the individual performance of each Director.
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 NRC. 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 Company Secretary shall be the secretary of the NRC.

The Company Secretary 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 Annual review and re-appointment by the Board of Directors.

 

Investment Advisory Committee

TERM OF REFERENCE
Status
The Investment Advisory Committee (IAC) is a committee of the Board of Directors.
Membership
Classification
  1. Independent Non-Executive Director (Chairman of the IAC)
2. Independent Non-Executive Director

3. Public Interest Director

4. Independent Non-Executive Director

5. Executive Director (Chief Executive Officer)
Primary Purpose
The IAC is responsible for reviewing and recommending strategic investment decisions for the Group.
Responsibilities Specific responsibilities include:
Provide market advice to the Board on the current economic climate
Make recommendations on investment policies, asset allocation, and selection of fund managers and custodians
Monitor the performance of funds invested in the market to achieve/obtain optimum results and returns to shareholders
Advise the Board on any significant acquisitions, partnerships, or divestitures
Review applications to be submitted to the Minister of Finance for any investment decisions that require Minister's approval pursuant to the law (e.g., disposal of substantial assets)
Authority No specific decision-making authority. IAC will make recommendations to the Board.
Meetings
The IAC shall meet four (4) times each year and at such other time(s) as it deems necessary to fulfil its responsibilities.

The Quorum of the IAC shall be three (3).

Each member of the IAC 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 IAC. In the event of an equality of votes, the Chairman of the IAC shall be entitled to a second or casting vote.
Communication to the Board
The minutes of each IAC meeting shall be tabled to the Board for notation.

The IAC 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 IAC. 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 IAC:-

(i) Company Secretary; and

(ii) A person appointed by the IAC from the Treasury & Investment Unit.

The Company Secretary 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 Annual review and re-appointment by the Board of Directors.

 

Risk Management Committee

TERM OF REFERENCE
Status
The Risk Management Committee (RMC) is a committee of the Board of Directors.
Membership
Classification
  1. Public Interest Director (Chairman of the RMC)
2. Public Interest Director/Independent Non-Executive Director

3. Independent Non-Executive Director

4. Independent Non-Executive Director

5. Non-Independent Non-Executive Director
Primary Purpose
The RMC is responsible for reviewing and recommending the risk management policies and strategies for the Group. It assists the Board to fulfil its corporate governance, risk management, and statutory responsibilities in order to manage the overall risk exposure of the Group.
Responsibilities Specific responsibilities include:
Reviews and recommends the Group Risk Management Policy Framework which specifies key policies and strategies, for approval by the Board
Monitors the risk management exposure of the Group
Recommends or advise on significant proposed changes to risk management policies and strategies
Review together with other Committees, the Management, Group Internal Audit and external auditors, any significant risks and exposures that exist and assess the steps that the Management has taken to minimise such risk to the Group
Review reports on compliance with risk management policies and recommend action where necessary
Benchmark risk management exposure of the Group against other leading integrated exchanges
Review the independence and objectivity of Group Risk Management
Authority No specific decision-making authority in other areas. The RMC will make recommendations to the Board in risk related matters in an advisory capacity.
Meetings
The RMC shall meet four (4) times each year and at such other time(s) as it deems necessary to fulfil its responsibilities.

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

Each member of the RMC 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 RMC. In the event of an equality of votes, the Chairman of the RMC shall be entitled to a second or casting vote.
Communication to the Board
The minutes of each RMC meeting shall be tabled to the Board for notation.

The RMC 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 RMC. 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 RMC:-

(i) Company Secretary; and

(ii) A person appointed by the RMC from the Risk Management Unit.

The Company Secretary 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 Annual review and re-appointment by the Board of Directors.

 

Option Committee

TERM OF REFERENCE
Status
The Option Committee (OC) is a committee of the Board of Directors.
Membership
Classification
  1. Public Interest Director (Chairman of the OC)
2. Public Interest Director

3. Independent Non-Executive Director

4 .Independent Non-Executive Director

5. Independent Non-Executive Director
Primary Purpose
The primary purpose of the OC is to assist the Board to implement the Bursa Malaysia Berhad (“Bursa Malaysia”) Employees’ Share Option Scheme (“ESOS” or “the Scheme”) and to ensure that the Scheme is fairly and properly administered in accordance with the ESOS bye-laws.
Responsibilities Specific responsibilities include:
To implement and administer the Scheme in such manner as it shall in its discretion deem fit in accordance with the ESOS bye-laws.
To ensure that no offer shall be made to any Executive Director of Bursa Malaysia Berhad unless such an offer and the respective allotment of shares have previously been approved by the shareholders of Bursa Malaysia in general meeting.
To decide on the number of shares to be offered to eligible employees, the subscription price for the shares and such other terms in relation to the offer.
To decide on the terms and conditions of the Selling Flexibility (as defined under the ESOS bye-laws), where applicable and to implement the same, as the OC deems fit.
To make offers to eligible employees of Bursa Malaysia Group in accordance with the ESOS bye-laws.
To determine the procedure for the exercise of the options by grantees as well as the maximum limit (if necessary) exercisable by the grantees for any particular year.
To determine on whether to accept, reject or suspend any exercise by the grantee of his option and the duration under such circumstances as set out in the ESOS bye-laws.
To recommend to the Board, where it deems necessary, any amendments modification, addition, or deletion of the bye-laws.
To recommend to the Board, where it deems necessary, an extension of the Scheme up to a further period of 5 years.
To enter into any transactions, agreements, deeds, documents or arrangement, and make rules, regulations or impose terms and conditions or delegate part of its power relating to the Scheme subject to the provisions of the ESOS bye-laws.
To take all other actions within the purview of the OC pursuant to the ESOS bye-laws, for the necessary and effective implementation and administration of the Scheme
Authority The OC is authorised by the Board to act within its terms of reference, to obtain the resources which it requires including but not limited to obtaining advice from expert advisers, both internal and external, and to have full and unrestricted access to information to enable the OC to fulfil its objectives.

The OC may for the purpose of administering the Scheme, do all acts and things, execute all documents and delegate any of its powers and duties relating to the Scheme as it may, in its discretion consider to be necessary or desirable for giving effect to the Scheme.
Meetings
The OC shall meet at least once in each financial year and at such other time as it deems necessary to fulfil its responsibilities.

The quorum for OC meetings shall be three (3).

Each member of the OC 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 OC. In the event of an equality of votes, the Chairman of the OC shall be entitled to a second or casting vote.
Communication to the Board
The minutes of each OC meeting shall be tabled to the Board for notation.

The OC 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 OC. 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 OC:-

(i) Company Secretary; and

(ii) A person appointed by the OC from the Group Human Resources & Administration.

The Company Secretary 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 Members of the OC shall be appointed for the duration of the term as may be determined by the Board of Directors.

 

Rules and Development Committee

TERM OF REFERENCE
Status
The Rules and Development Committee (RDC) is a committee of the Board of Directors.
Membership
Classification
  1. Public Interest Director and Chairman of the Board (Chairman of the RDC)
2. Independent Non-Executive Director

3. Non-Independent Non-Executive Director

4. Executive Director/Chief Executive Officer
5. Chief Operating Officer

6. Chief Regulatory Officer
Primary Purpose
The RDC is responsible to decide on matters relating to the rules, business developments and conflicts of interest.
Responsibilities Specific responsibilities include:
Review and approve proposed changes, revisions or additions to the rules.
Review and approve business developments and initiatives by either the Management or the Consultative Panels.
Approve policies and procedures to address conflicts of interest, review and decide on cases of conflicts of interest or potential conflicts of interest situations brought to its attention, based on the framework and process outlined in the Guidance on the Regulatory Role of Bursa Malaysia and Bursa Malaysia's Guidelines for Handling Conflicts of Interest.
Enforce and monitor the enforcement of the Emergency Rules, report to the Board and the Securities Commission on any development regarding the emergency situation as well as to make the appropriate recommendations to the Board and the Securities Commission.
Authority To make decisions on matters which fall within the responsibilities of the RDC.
Meetings
The RDC shall meet as and when it deems necessary to fulfil its responsibilities.

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

Each member of the RDC 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 RDC. In the event of an equality of votes, the Chairman of the RDC shall be entitled to a second or casting vote.
Communication to the Board
The minutes of each RDC meeting shall be tabled to the Board for notation.

The RDC 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 RDC. 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 Company Secretary shall be the secretary of the RDC.

The Company Secretary 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 Annual review and re-appointment by the Board of Directors.