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Terms of
References
Regulatory Committees
Listing Committee
| TERM OF REFERENCE |
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Status
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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.
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No member of the Listing Committee should sit on the Appeals Committee
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1. Chairman of the LC -Public Interest Director/Independent Non-Executive Director
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2.
Two (2) Other Non-Executive Directors |
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3. Three (3) independent individuals with legal qualifications and significant
experience in capital market
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4. Two (2) independent individuals with accounting experience
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5. Independent individual whois an academician specialized in corporate law and
governance |
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6. Independent individual with significant experience in investment
management |
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7.
Independent individual with significant experience in capital market
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Primary Purpose
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To decide on all major enforcement action undertaken under the Listing
Requirements, withdrawal of listing and other major listing related regulatory decisions.
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Responsibilities
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Specific responsibilities include:
Preside over matters relating to alleged breaches by Listed Issuers, Directors,
Principal Officers, Advisers, Sponsors and any other persons to whom the Listing Requirements 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 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 |
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Authority
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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. |
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Meetings
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The LC shall meet as and when it deems necessary to fulfil its
responsibilities.
The Quorum for the LC shall be three (3) members of the LC.
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. |
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Communication to the Board
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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. |
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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 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.
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Secretariat
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The following persons shall be the joint secretaries to the LC:-
(i) Company Secretary; and
(ii) Person(s) appointed by the LC from:
(a) Corporate Secretarial & Compliance Unit; and
(b) Group Regulations.
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. |
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
Market Participants Committee
| TERM OF REFERENCE |
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Status
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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.
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No member of the MPC should sit on the Appeals Committee
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1.
Chairman of the MPC - Public Interest Director/Independent Non-Executive
Director |
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2.
Two (2) Other Non-Executive Directors |
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3. Three (3)
Independent Individuals with legal qualifications
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4. Two (2) independent individual with significant experience in the securities
industry
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5.
Two (2) independent individual with significant experience in the derivatives
industry |
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Primary Purpose
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To decide on 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.
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Responsibilities
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Specific responsibilities include:
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 |
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Authority
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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. |
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Meetings
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The MPC shall meet as and when it deems necessary to fulfil its
responsibilities.
The Quorum for the MPC shall be
three (3).
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. |
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Communication to the Board
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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. |
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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 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.
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Secretariat
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The following persons shall be the joint secretaries to the MPC:-
(i) Company Secretary;
(ii) Person(s) appointed by the MPC from:
(a) Corporate Secretarial & Compliance Unit; and
(b) Group Regulations.
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. |
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
Compensation Committee
Note: The Securities Industry (Compensation Fund) Regulations 1997 may need to be amended to
implement this structure.
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TERM OF REFERENCE
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Status
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The Compensation Committee (CC) 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 as the
Compensation/Fidelity Fund Committee of the respective entities.
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No member of the Compensation Committee should sit on the Appeals Committee
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1. Chairman of the CC - Public Interest Director/Independent Non-Executive
Director
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2.
Public Interest Director/Independent Non-Executive Director |
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3. Three (3) Other Non-Executive Director
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4. Two (2) independent individuals with legal experience
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Primary Purpose
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To make a determination of the claims made against the respective compensation
funds, and make related decisions on such claims, based on the delegated authority from the Board
of Bursa Malaysia Berhad and the respective subsidiary Boards.
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Responsibilities
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Specific responsibilities include:
Handling of all matters pertaining to the administration of the compensation
funds
Varying the amount and manner of contribution by market participants to the
compensation funds
Deliberate and, subject to such extent permissible by law
1, make determinations on all claims lodged against the compensation funds.
Establish, review and advise on all procedures relating to the making, and
determination, of claims on the compensation funds
Advise on and recommend any changes to the rules and laws on matters relating
to the making and determination of claims on the compensation funds
Discharge of the duties and responsibilities as set out in the relevant laws,
regulations and rules pertaining to compensation fund, subject to such extent permissible by
law
Decide on all other matters in relation to the compensation funds |
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Authority
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To make decisions on matters which fall within the responsibilities of the CC. |
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Meetings
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The CC shall meet as and when it deems necessary to fulfil its
responsibilities.
The Quorum for the CC shall be
three (3).
Each member of the CC 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 CC. In
the event of an equality of votes, the Chairman of the CC 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 CC meeting shall be tabled to the Board for notation.
The CC may from time to time raise significant issues to the attention of the
Board. |
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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 CC. 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 CC:-
(i) Company Secretary;
(ii) Person(s) appointed by the CC from:
(a) Corporate Secretarial & Compliance Unit; and
(b) Group Regulations.
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. |
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
1The qualification is necessary as the Securities Industry (Compensation Fund)
Regulations 1997 provides that the committee (post-demutualisation and amendments to the Securities
Industry Act, 1983) ought to refer to “board” of the Exchange and unless amended to permit a
delegation of such authority to a committee, the board must necessarily make determinations on
claims to the Bursa Malaysia Securities Bhd Compensation Fund.
Appeals Committee
| TERM OF REFERENCE |
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Status
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The Appeals Committee 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
Appeals Committee of the respective entities pursuant to their respective Rules.
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Note: Members must not be involved in the Listing, Market Participants & Compensation
Committee
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1. Chairman of the Board (Chairman of the Appeals Committee) |
2. Public Interest Director
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3. Two (2) Other Non-Executive Directors
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4. Two (2) distinguished individual with legal or regulatory expertise |
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Primary Purpose
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The Appeals Committee is responsible for hearing and deciding on appeals
against first instance decisions of the Listing Committee, Market Participants Committee or
Compensation Committee (only in relation to claims made under compensation fund of Bursa Malaysia
Depository) made 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 .
Any decision(s) made by the Appeals Committee is final and non-appealable. |
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Responsibilities
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Specific responsibilities include:
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 Regulations 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 |
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Authority
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Decisions on all regulatory appeals brought before it. |
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Meetings
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The Appeals Committee shall meet as and when it deems necessary to fulfil its
responsibilities.
The Quorum for the Appeals Committee shall be
four (4).
Each member of the Appeals Committee 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 Appeals
Committee. In the event of an equality of votes, the Chairman of the Appeals Committee 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 Appeals Committee meeting shall be tabled to the Board for
notation.
The Appeals Committee may from time to time raise significant issues to the
attention of the Board. |
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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 Appeals Committee. 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 Appeals Committee:-
(i) Company Secretary;
(ii) Person(s) appointed by the Appeals Committee from:
(a) Corporate Secretarial & Compliance Unit; and
(b) Group Regulations.
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. |
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Appointment Process
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Annual review and re-appointment by the Board of Directors. |
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