Bursa Malaysia amends Sustainability Reporting Requirements and enhances General Meeting and Adviser/Sponsor Requirements
09 January 2025
On 23 December 2024, Bursa Malaysia Berhad (“Bursa Malaysia”) introduced amendments to the Main Market Listing Requirements (“Main LR”) and ACE Market Listing Requirements (“ACE LR”) of Bursa Malaysia Securities Berhad (“Exchange”).
The key amendments are as follows:
- to align the sustainability reporting framework under the Main LR and the ACE LR with the National Sustainability Reporting Framework (“NSRF”) launched by the Ministry of Finance on 24 September 2024 by adopting IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information (“IFRS S1”) and IFRS S2 Climate-related Disclosures (“IFRS S2”) issued by the International Sustainability Standards Board in June 2023 (collectively “ISSB Standards”) (“Sustainability Reporting Amendments”);
- to promote shareholder participation in general meetings of a Main Market listed issuer (“listed issuer”) and an ACE Market listed corporation (“listed corporation”) by requiring listed issuers/ listed corporations to convene physical or hybrid meetings (“General Meeting Requirements”); and
- to strengthen accountability of advisers who promote applicants for listing by including their names in public documents issued by listed issuers/ listed corporations for a prescribed period (“Adviser/Sponsor Requirements”).
Sustainability Reporting Amendments
A listed issuer/ listed corporation must ensure that as from the applicable effective date of the Sustainable Reporting Amendments, the Sustainability Statement to be included in its annual report (“Sustainability Statement”):
- is prepared in accordance with the ISSB Standards;1 and
- specifies the metrics and targets that demonstrate the listed issuer’s/ listed corporation’s performance and progress in relation to its sustainability-related risks and opportunities for the last three financial years2, together with the data as follows:
| No. |
Reporting of new metric |
Minimum data disclosures |
| (a) |
In the first year of reporting a new metric (“said metric”) |
Data for the financial year |
| (b) |
In the second year of reporting the said metric |
Data for the financial year and the immediate preceding financial year |
| (c) |
From the third year onwards of reporting the said metric |
Data for the financial year and the two immediate preceding financial years |
- includes a statement on whether the listed issuer/ listed corporation has subjected the Sustainability Statement to:
- internal review by its internal auditor; or
- independent assurance performed in accordance with recognised assurance standards,
to strengthen the credibility of the Sustainability Statement, and if so, the subject matter(s) and scope covered. In addition, for independent assurance, the conclusions must also be disclosed;
3
- contains a summary of the data for the metrics and targets disclosed in the Sustainability Statement in relation to the reported indicators, in a prescribed format.4
In preparing the Sustainability Statement, a listed issuer/ listed corporation should consider the relevant resources or guidance materials as may be referred to by the Exchange from time to time.
5
The requirement to comply with the Sustainability Reporting Amendments also applies to the Sustainability Statements to be issued by business trusts and real estate investment trusts that are listed on the Main Market.
6
The Sustainability Reporting Amendments will be implemented in phases, as follows:
Main Market
For a listed issuer with a market capitalisation (excluding treasury shares) of RM2 billion and above
7 (“
Group 1 listed issuer”), the Sustainability Reporting Amendments will apply to its Sustainability Statement issued for financial year ending on or after 31 December 2025.
8
For a listed issuer other than those mentioned in the preceding paragraph (“
Group 2 listed issuer”), the Sustainability Reporting Amendments will apply to its Sustainability Statement for financial year ending on or after 31 December 2026.
9
Practice Note 9A (“
PN9A”) of the Main LR sets out the transition reliefs accorded to a listed issuer for
two full financial years commencing from the effective date of the Sustainability Reporting Amendments applicable to the listed issuer (“
Main LR Transitional Period”). These reliefs are in addition to the proportionality mechanisms in the ISSB Standards. PN9A also sets out the requirements that a listed issuer must comply with for its Sustainability Statements prior to the date on which the Sustainability Reporting Amendments apply to it.
During the Main LR Transitional Period, the Sustainability Report prepared by a listed issuer:
- may disclose information only on climate-related risks and opportunities in accordance with IFRS S2 and apply IFRS S1 only in relation to these disclosures;
- may focus on the provision of disclosure of information on climate-related risks and opportunities in respect of its principal business segments; and
- is not required to disclose Scope 3 greenhouse gas emissions, except for categories required by regulators.10
A Group 1 listed issuer must ensure that the Sustainability Statement issued for its financial year ending on or after 31 December 2024 but before 31 December 2025, complies with the requirements in Part A and Part B of Annexure PN 9A-A of PN9A.
11
A Group 2 listed issuer must ensure that the Sustainability Statement issued for its financial year ending on or after 31 December 2024 but before 31 December 2026, complies with the requirements in Part A and Part B of Annexure PN 9A-A, and for its financial year ending on or after 31 December 2025 but before 31 December 2026, complies with the requirements in Part A of Annexure PN 9A-A of PN9A.
12
ACE Market
A listed corporation must comply with the Sustainability Reporting Amendments in the Sustainability Statement issued for its financial year ending on or after 31 December 2027.
13
Guidance Note 11A (“
GN11A”) of the ACE LR sets out the transition reliefs accorded to a listed corporation for
three full financial years commencing from the Sustainability Statement to be issued for its financial year ending on or after 31 December 2027 (“
ACE LR Transitional Period”). These reliefs are in addition to the proportionality mechanisms in the ISSB Standards. GN11A also sets out the requirements that a listed corporation must comply with for its Sustainability Statements prior to the date on which the Sustainability Reporting Amendments apply to it.
During the ACE LR Transitional Period, the Sustainability Statement prepared by a listed corporation:
- may disclose information only on climate-related risks and opportunities in accordance with IFRS S2 and apply IFRS S1 only in relation to these disclosures;
- may focus on the provision of disclosure information on climate-related risks and opportunities in respect of its principal business segments; and
- is not required to disclose Scope 3 greenhouse gas emissions, except for categories required by regulators.14
A listed corporation must ensure that the Sustainability Statement issued for its financial year ending on or after 31 December 2024 but before 31 December 2027, provides a narrative statement of its management of material economic, environmental and social risks and opportunities that contains information that is balanced, comparable and meaningful
15, and for its financial years ending on or after 31 December 2025 and 31 December 2026 but before 31 December 2027, in addition to the narrative statement mentioned above, includes the disclosures set out in paragraphs 4.1 to 4.4 of GN11A.
16
General Meeting Requirements
To give effect to the Securities Commission Malaysia’s earlier announcement
17 requiring all listed issuers/ listed corporations to hold their general meetings by way of hybrid or physical meeting format from 1 March 2025, a new paragraph 8.27A(1) of the Main LR and new rule 8.29A(1) of the ACE LR will require a listed issuer/ listed corporation to hold its general meeting at a physical venue in Malaysia (“
main venue”).
In addition to the main venue, if a listed issuer/ listed corporation holds its general meeting at another physical venue concurrently or uses virtual meeting technology for shareholders to attend the general meeting remotely, the listed issuer/ listed corporation must:
- put in place the required processes, infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders; and
- ensure all shareholders are accorded similar rights to speak and vote at the general meeting.18
The General Meeting Requirements apply to general meetings held by a listed issuer/ listed corporation
on or after 1 March 2025.
19
Adviser/Sponsor Requirements
To strengthen accountability of advisers who promote applicants for listing:
- a Sponsored Corporation20 on the ACE Market is required under the amended rule 4.27(2) of the ACE LR to state the name of its Sponsor (and the Recognised Approved Adviser, where applicable) responsible for its admission to the Official List (“Listing Sponsor/RAA”) in all its Public Documents21 for the duration of the Sponsorship Period22 or two full financial years from the date of its admission to the Official List, if the listed corporation is exempted from continued compliance with rule 3.21(1)23 of the ACE LR;24 and
- a listed issuer is required under a new paragraph 2.21C(1) of the Main LR to state the name of the Recognised Principal Adviser responsible for its admission to the Official List (“Listing RPA”) in all its announcements to the Exchange and documents issued to its securities holders under the Main LR for two full financial years from the date of the listed issuer’s admission to the Official List.
In both the above scenarios, the statement:
- must be in print no smaller than the main text and displayed prominently on the front page of the Public Documents under the ACE LR or the announcements and documents under the Main LR, as the case may be; and
- must not imply that the Listing Sponsor/RAA or the Listing RPA, as applicable, is responsible for the matter stated in the Public Document under the ACE LR or the announcement and document under the Main LR, as the case may be, unless the Listing Sponsor/RAA or the Listing RPA is the adviser for such matter.25
1 New paragraph 6.1A of Practice Note 9 (“
PN9”) of the Main LR/ amended paragraph 6.1 of Guidance Note 11 (“
GN11”) of the ACE LR.
2 Amended paragraph 6.2(c) of PN9/ new paragraph 6.2(a) of GN11.
3 Existing paragraph 6.2(e) of PN9/ new paragraph 6.2(b) of GN11.
4 Amended paragraph 6.2(f) of PN9/ new paragraph 6.2(c) of GN11.
5 New paragraph 6.6 of PN9/ new paragraph 6.3 of GN11.
6 Amended paragraph 14 of Part C (
business trusts) of Appendix 9C and amended paragraph 15 of Part E (
real estate investment trusts) of Appendix 9C of Main LR.
7 The financial threshold is to be determined as at (a) 31 December 2024; or (b) the date of admission of a listed issuer to the Official List after 31 December 2024.
8 Sub-paragraph (a) of paragraph 1.1 of new PN9A.
9 Sub-paragraph (b) of paragraph 1.1 of new PN9A.
10 Paragraph 2.1 of new PN9A.
11 Paragraph 3.1 of new PN9A.
12 Paragraph 4.1 of new PN9A.
13 Paragraph 1.1 of new GN11A.
14 Paragraph 2.1 of new GN11A.
15 Paragraph 3.1 of new GN11A.
16 Paragraphs 4.1 to 4.4 of new GN11A.
17 Our Alert on the Securities Commission Malaysia’s announcement can be accessed
here.
18 New paragraph 8.27A(2) of the Main LR/ new rule 8.29A(2) of the ACE LR.
19 Paragraph 5.2 of Bursa Malaysia’s letter to company secretaries of listed issuers and listed corporations dated 23 December 2024.
20 A “Sponsored Corporation” is a listed corporation which is sponsored by a Sponsor or a replacement Sponsor during the Sponsorship Period.
21 The definition of “Public Document” in rule 4.02(b) of the ACE LR has been amended to mean “any announcement made by the applicant or a listed corporation to the Exchange and document issued to its securities holders pursuant to [the ACE LR]”.
22 “Sponsorship Period” means the period referred to in rule 3.21(1) (i.e. at least three full financial years after admission to the Official List, or at least one full financial year after the applicant has generated operating revenue, whichever is the later) or rule 3A.05(1) (i.e. for an applicant seeking a transfer from the LEAP Market of the Exchange to the ACE Market, at least two full financial years after its admission to the Official List, or at least one full financial year after it has generated operating revenue, whichever is the later), or such other period as may be approved by the Exchange, as the case may be, of the ACE LR.
23 Refer to Endnote 22 for a summary of rule 3.21(1) of the ACE LR.
24 Amended rule 4.27(2)(a) of the ACE LR.
25 New paragraph 2.21C(2) of the Main LR/ new rule 4.27(2)(b) of the ACE LR.
26 Paragraph 5.3 of Bursa Malaysia’s letter to company secretaries of listed issuers and listed corporations dated 23 December 2024.
This alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such. For further information, kindly contact skrine@skrine.com.