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Terms of References

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:- must be a member of the Malaysian Institute of Accountants (MIA); or if he is not a member of the MIA, he must have at least three (3) years' working experience; and he must have passed the examinations specified in Part I of the 1 ^st Schedule of the Accountants Act 1967; or 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; 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; 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; and overseeing the implementation of the Whistleblower Policy and Procedures for the Group, and ensuring effective administration thereof by the Chief Internal Auditor (CIA) and/or designated officer(s) of Group Internal Audit (GIA).
Responsibilities	Specific responsibilities include, to:- 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 GIA 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 competency 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 Chief Internal Auditor 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) or the allocation of shares pursuant to any incentive plan for employees of the Group 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 Determine the remit of the internal audit function which reports directly to the AC. The internal audit function should be independent of the activities they audit and should be performed with impartiality, proficiency and due professional care Exercise its powers and carry out its responsibilities as may be required from time to time under the Whistleblower Policy and Procedures for the Group Carry out any other function that may be mutually agreed upon by the AC and the Board
Authority	The 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 CEO and the chief financial officer in order to be kept informed of matters affecting the Group Appoint an independent party to conduct or to assist in conducting any investigation, upon the terms of appointment to be approved by the AC Authorise the AC Chairman for the time being to carry out the AC's responsibilities as required under the Whistleblower Policy and Procedures for 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 Main Market Listing Requirements of Bursa Malaysia Securities Berhad, 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:- Company Secretary; Person(s) appointed by the AC from: GIA; 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 of Bursa Malaysia Berhad (Bursa).
Membership	Classification
	1. Public Interest Director (Chairman of the NRC)
	2. Public Interest Director / Independent Non-Executive Director
	3. Independent Non-Executive Director
	4. Independent Non-Executive Director
	5. Independent Non-Executive Director
Primary Purpose	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; Chief Executive Officer (CEO); and Senior Independent Non-Executive Director. The NRC will review and recommend to the Board the remuneration packages for the Non-Executive Directors, Board Committees members and CEO. The NRC is responsible for reviewing and approving the appointment of the Group’s key management personnel as may be determined by the NRC from time to time. The NRC is also responsible for recommending to the Board for approval of the appointment of Company Secretaries of Bursa, and for determining the remuneration package(s) of the said Company Secretaries. With respect to the Share Grant Plan (SGP), the NRC shall assist the Board to ensure that the SGP is fairly and properly administered and implemented in accordance with the SGP By-Laws.
Responsibilities	Specific responsibilities in relation to nomination matters include, to:- Formulate the nomination, selection and succession policies for the members of the Board, Board Committees, CEO, Senior Independent Non-Executive Director, Company Secretaries of Bursa and the Group’s key management personnel as may be determined by the NRC from time to time 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 Conduct rigorous review to determine whether a director can continue to be independent in character and judgement, and also to take into account the need for progressive refreshing of the Board Develop and recommend to the Board action plan for improvement on areas identified in the Board effectiveness evaluation, where applicable Review the required mix of skills, experience and other qualities of the Board annually Review and recommend to the Board the appointment of members of Board Committees established by the Board for each term Ensure that orientation and education programmes are provided for new members of the Board Review the directors’ continuing education programmes Review the human resources plan of Bursa, including succession management framework and activities, human resource initiatives as well as annual manpower budget Recommend the engagement of external professional advisors to assist and/or advise the NRC, on selection and succession policy matters, where necessary Establish a set of quantitative and qualitative performance criteria to evaluate the performance of each member of the Board, the CEO, Company Secretaries of Bursa and the Group’s key management personnel as may be determined by the NRC from time to time Review the performance of the CEO and members of the Board Review the performance of the Group’s key management personnel as may be determined by the NRC for approving the renewal of their service contracts, which involve their appointment, replacement or removal Review and approve the performance of the Chief Internal Auditor (based on recommendation by Audit Committee), Company Secretaries of Bursa and the Group’s key management personnel as may be determined by the NRC from time to time Specific responsibilities in relation to remuneration matters include, to:- Formulate or review the remuneration policies and remuneration for the members of the Board, Board Committees and the CEO, and recommend to the Board for approval Review and approve the remuneration packages of the Company Secretaries of Bursa and the Group’s key management personnel as may be determined by the NRC from time to time Review and determine the remuneration package of Chief Internal Auditor to ensure that the compensation offered is appropriate with the responsibilities, in line with market practice and the Group’s compensation policy Approve the utilization of the provision for annual salary increment, performance bonus, and long term incentives (including share grant and bonus) in respect of each financial year Review the Group’s compensation policy and ensure alignment of compensation to corporate performance, and compensation offered in line with market practice Recommend the engagement of external professional advisors to assist and/or advise the NRC, on remuneration matters, where necessary Establish a trust to be administered by the Trustee for the purpose of subscribing for new Bursa shares and transferring them to selected employee(s) and/or selected executive(s), as and when the NRC may in its discretion deem fit, and direct the administration of the SGP in accordance with the SGP By-Laws Consider and determine the selection of eligible employee(s) and/or eligible executive(s) based on the conditions of eligibility as stipulated in By-Law 4 of the SGP By-Laws Consider and determine the overall share grant allocation, including the number of shares to be granted to a selected employee and/or selected executive and vested in him/her subject to the provisions of the SGP By-Laws Consider and determine the allocation framework under the SGP, as well as the performance targets based on performance measures i.e. performance qualifier or key performance indicators to be achieved for the Award(s) under the SGP Make an offer to selected employee(s) and/or selected executive(s) of Bursa Group, in the form and manner as may be prescribed by the NRC in accordance with the SGP By-Laws Recommend to the Board for approval, where it deems necessary, any amendment, modification, addition, or deletion of the SGP By-Laws 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 administration of the SGP as the NRC may in its discretion deem fit, necessary and/or expedient subject to the provisions of the SGP By-Laws for the time being in force Take all other actions within the purview of the NRC pursuant to the SGP By-Laws, for the necessary and effective implementation and administration of the SGP
Authority	The NRC shall have the authority to make decisions on matters which fall within the purpose and responsibilities of NRC.
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.

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. 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, to:- Review and recommend the Group Risk Management Policy Framework which specifies key policies and strategies, for approval by the Board Monitor 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 Recommend 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 Corporate Risk Management
Authority	The RMC shall 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. The RMC shall 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) 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.
Appointment Process	Annual review and re-appointment by the Board of Directors.

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