Bursa wants feedback on proposed amendments to LR on conflict of interest

Bursa Malaysia Bhd has issued a consultation paper seeking public feedback on proposed amendments to the Main Market and ACE Market Listing Requirements (LR) in relation to conflict of interest (COI) and other areas.

In a statement, it said the proposed amendments are part of the exchange’s regular review of the LR to ensure that “our rules remain balanced and fit for purpose to meet the changing needs of our market, while also strengthening governance and safeguarding investor protection.”

The key proposed amendments and objectives that the exchange seeks to achieve through this review are as follows:

Promoting greater transparency of directors’ and key senior management’s COI, and enhancing the audit committee’s (AC) accountability over COI situations that it oversees by:

i. enhancing disclosures of COI or potential COI (including interest in competing business) that a director or key senior management has with the listed issuer or its subsidiaries; and

ii. requiring the AC to disclose a summary of any COI or potential COI situation that has arisen during the financial year and the measures taken to resolve, eliminate, or mitigate such conflicts in its audit committee report; and

Enhancing the LR in other areas to address issues or gaps in the market and ensure the LR remains balanced, clear, relevant and updated, such as: i. disapplying the requirements on specific shareholder approval and abstention from voting in a new issue of securities to specified persons where the potential conflict of interest is remote, subject to certain conditions;

ii. exempting a permitted indemnity or insurance coverage for directors from the related party transaction (RPT) requirements;

iii. clarifying the obligations of a listed issuer to comply with the relevant material transaction requirements in respect of an RPT undertaken by a subsidiary that triggers the percentage ratio of 25 per cent or more which does not involve the interest of any related party of the listed issuer or the listed issuer’s holding company;

iv. requiring disclosure of email address of the registered office and office where the register of securities is kept and disclosure of facsimile number only if available, in its annual report; and

v. making other amendments to provide greater clarity and formalise existing practices.

The exchange welcomes views and feedback from the public on the proposed amendments above.

The consultation paper on the proposed amendments to the LR is available at https://www.bursamalaysia.com/regulation/public_ consultation.

Interested parties are invited to submit their comments and feedback to Bursa Malaysia by Jan 25, 2022.