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Terms of
References
Governance Committees
Audit Committee
| TERM OF REFERENCE |
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Status
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The Audit Committee (AC) is a committee of the Board of Directors.
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1. Independent Non-Executive Director (Chairman of the AC) |
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2.
Independent Non-Executive Director |
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3. Independent Non-Executive Director
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4. Public Interest Director
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5. Independent Non-Executive Director
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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.
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Primary Purpose
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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.
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Responsibilities
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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 |
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Authority
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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 |
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Meetings
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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.
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Communication to the Board
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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.
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Circular Resolution
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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.
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Secretariat
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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.
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Appointment Process
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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.
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Nomination and Remuneration Committee
| TERM OF REFERENCE |
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Status
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The Nomination and Remuneration Committee (NRC) is a committee of the Board of Directors.
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1. Public Interest Director (Chairman of the NRC) |
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2.
Public Interest Director |
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3. Independent Non-Executive Director
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4. Independent Non-Executive Director
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5. Independent Non-Executive Director
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Primary Purpose
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The NRC is responsible for recommending to the Board for approval of the
following appointments:-
- Members of the Board other than Public Interest Directors;
- Members of the Board Committees; and
- Chief Executive Officer (CEO).
The NRC will recommend and negotiate the compensation packages for the above appointments.
The NRC is also responsible for reviewing and approving the appointment of the Chief
Operating Officer (COO) and Chief Regulatory Officer ("CRO") as well as their compensation
packages. |
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Responsibilities
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Specific responsibilities include:
Formulate the nomination, selection, compensation, and succession policies for
the members of the Board, Board Committees, CEO, COO and CRO
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 COO and CRO
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
Review and approve the performance of the Head, Group Internal Audit (based on
recommendation by Audit Committee), the COO and the CRO
Recommend members of Board Committees established by the Board |
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Authority
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To make decisions on matters which fall within the purpose and
responsibilities of NRC.
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Meetings
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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. |
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Communication to the Board
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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.
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Circular Resolution
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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.
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Secretariat
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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.
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
Risk Management Committee
| TERM OF REFERENCE |
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Status
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The Risk Management Committee (RMC) is a committee of the Board of Directors.
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1. Public Interest Director (Chairman of the RMC) |
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2.
Public Interest Director/Independent Non-Executive Director |
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3. Independent Non-Executive Director
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4. Independent Non-Executive Director
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5. Independent Non-Executive Director
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Primary Purpose
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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.
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Responsibilities
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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
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
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 |
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Authority
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To make decision on whether Bursa had acted in good faith in cancelling a contract/trade or
whether the contract/trade cancellation was justified.
The RMC will make recommendations to the Board in risk related matters in an advisory
capacity. |
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Meetings
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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.
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Communication to the Board
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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.
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Circular Resolution
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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.
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Secretariat
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The following persons shall be the joint secretaries to the RMC:-
(i) Company Secretary; and
(ii) Person(s) appointed by the RMC from:
(a) Corporate Secretarial & Compliance; and/or
(b) Corporate Risk Management.
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.
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
Option Committee
| TERM OF REFERENCE |
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Status
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The Option Committee (OC) is a committee of the Board of Directors.
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1. Public Interest Director (Chairman of the OC) |
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2.
Public Interest Director |
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3. Independent Non-Executive Director
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4 .Independent Non-Executive Director
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5. Independent Non-Executive Director
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Primary Purpose
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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.
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Responsibilities
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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 |
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Authority
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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.
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Meetings
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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.
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Communication to the Board
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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.
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Circular Resolution
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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.
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Secretariat
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The following persons shall be the joint secretaries to the OC:-
- Company Secretary; and
- 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.
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Appointment Process
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The Members of the OC shall be appointed for the duration of the term as may be determined by
the Board of Directors. |
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