MISSION STATEMENT To promote and maintain fair, efficient, secure and transparent securities and derivatives markets and to facilitate the orderly development of an innovative and competitive capital market. SECURITIES COMMISSION MALAYSIA annual report CONTENTS Chairman’s Message vii PART 1: GROWING OUR MARKET 1 Introduction 3 Sustainable and Inclusive Capital Raising Environment 4 Intermediation Efficiency and Product Expansion for Market Vibrancy 7 Rationalisation of Regulation in the Capital Market 12 Islamic Capital Market’s Value Proposition 14 Consultation with Stakeholders 19 Strategic International Linkages 20 Promoting the Malaysian Capital Market 24 BOX ARTICLE Box 1: Introducing Equity Crowdfunding Box 2: Malaysia, A Global Centre for Islamic Wealth Management Box 3: Market-Based Long-Term Financing Solutions for SMEs and Infrastructure PART 2: UPHOLDING MARKET INTEGRITY THROUGH 27 SUPERVISION AND DISCIPLINE Introduction 29 Supervision of Market Intermediaries 29 Oversight of Institutions 34 Surveillance for Fair and Orderly Functioning of Market 36 Management of Systemic Risks 37 Raising Standards of Corporate Governance 39 Self-Discipline in Setting High Standards of Professionalism and Ethics 43 BOX ARTICLE Box 1: Malaysia’s Joint Mutual Evaluation Exercise by the Financial Action Task Force and Asia Pacific Group on Money Laundering Box 2: Systemic Risk Oversight Committee Box 3: The Malaysian Code for Institutional Investors Box 4: Malaysia’s Corporate Governance Standards Recognised Globally CHAIRMAN’S MESSAGE | iii SECURITIES COMMISSION MALAYSIA annual report PART 3: PROTECTING OUR INVESTORS THROUGH 45 ENFORCEMENT AND EDUCATION Introduction 47 Market Discipline Through Enforcement 47 The Next Phase of Investor Education and Empowerment 52 Reinforcement of Investor Rights 54 BOX ARTICLE Box 1: Manipulation Conviction Affirmed by High Court CHAIRMAN’S MESSAGE PART 4: OPTIMISING OUR RESOURCES AND CAPABILITIES 57 Introduction 59 Organisational Enhancements 59 Resource Development 60 Workforce Diversity at the SC 62 Knowledge and Information Infrastructure 63 Reaching Out to Stakeholders 64 Working with the Community 65 PART 5: CAPITAL MARKETS REVIEW AND OUTLOOK 67 Global Capital Market 69 Malaysian Capital Market 74 Malaysian Stock Market 75 Malaysian Bond Market 79 Outlook for 2015 79 PART 6: STATEMENTS AND STATISTICS 81 Commission Members 82 Executive Team 88 Organisation Structure 90 Statement on Governance 91 Audit Committee Report 97 Financial Statements 100 Corporate Proposals 134 Investment Management 139 Islamic Capital Market 144 Venture Capital 148 Authorisation and Licensing 151 Enforcement 159 Investor Education Programmes 169 Publications 174 2014 At a Glance 176 Acronyms and Abbreviations 179 iv | CHAIRMAN’S MESSAGE SECURITIES COMMISSION MALAYSIA annual report CHAIRMAN’S MESSAGE CHAIRMAN’S MESSAGE | v SECURITIES COMMISSION MALAYSIA annual report CHAIRMAN’S MESSAGE I am pleased to present the annual report of Securities Commission Malaysia, which provides an account of our activities and organisational performance in 2014. As the regulator for the Malaysian capital market, the SC is responsible for ensuring its orderly functioning as an efficient and effective conduit for the mobilisation of savings and investments into financing the real economy. A key measure of the capital market is the extent to which it facilitates capital formation as well as income growth through the ability of individuals to benefit from opportunities in the capital market, be it directly or indirectly. Such an appreciation for the capital market’s role in the real economy underpins the philosophy of the SC, and continued to shape our policy direction and operations in 2014. Kong and Luxembourg further attested to growing global interest in Islamic finance. Facilitating capital formation The scale of capital market-based financing in Malaysia has also deepened significantly over the last decade, with Over the year, the capital market continued to serve an annual average of RM111 billion raised through as a vital source of financing for Malaysian businesses corporate bonds and IPOs over the last three years, with RM92 billion raised through private debt securities which is more than double the corresponding average of issuances and initial public offerings. RM48 billion one decade ago. With corporate sukuk accounting for 76% of total PDS This sustained capital-raising activity has enabled the issuances in 2014, Malaysia further strengthened its capital market to weather external headwinds and grow position as the world’s leading Islamic capital market to RM2.76 trillion by end-2014. This is almost three and largest sukuk issuer. Debut sukuk issuances by times the size of the Malaysian economy, illustrating the international financial centres including London, Hong breadth and depth of its long-term financing capacity. CHAIRMAN’S MESSAGE | vii SECURITIES COMMISSION MALAYSIA annual report Broadening access for investors in August 2014. This framework is an important first step towards an eventual single passporting regime Growth in the fund management industry has been an and provides Malaysian investors and intermediaries important driver of capital market deepening, with total with opportunities to gain access to one of the most funds under management rising to RM630 billion in economically dynamic regions in the world. 2014 compared to RM588 billion in 2013. Islamic assets under management also grew to RM111 Enhancing efficiencies billion from RM98 billion a year ago, having registered a 24% annualised growth rate over the last five years, In 2014, the SC continued to pursue efficiencies within reflecting the industry’s ability to develop under Malaysia’s our regulatory framework to further optimise processes facilitative Islamic capital market environment. and enhance the competitive positioning of the capital Recognising the importance of this market segment, the market. SC has begun work on a comprehensive review and set of measures to promote further growth in the Islamic In line with SC’s commitment to regulatory fund and wealth management industry which we hope proportionality, we have pursued several rationalisation to announce in 2015. measures, including the upcoming lodge and launch framework which will significantly reduce time to A key contributor to the growth in fund management market for wholesale products, the removal of has been the expansion of collective investment schemes, several regulatory requirements for certain classes of including Malaysia’s RM343 billion unit trust industry – intermediaries, as well as the liberalisation of the credit the largest in Southeast Asia – as well as more diversified rating industry which would contribute towards lower product offerings including real estate investment trusts cost of bond issuances and promote greater competition. and the Private Retirement Scheme (PRS) which serve as additional conduits for the mobilisation of domestic Such measures are an outcome of our on-going regulatory savings. The PRS industry, in particular, has registered review which, like many of SC’s other initiatives, encouraging growth since its launch in 2012 with benefited from regular engagements with stakeholders 128,977 members across the nation and assets under including those taking place via platforms such as the SC management of RM716 million by end-2014. Annual Industry Dialogue and consultations with our high-level advisory groups. This consultative approach By providing the benefits of portfolio diversification enables the SC to respond more swiftly to market at a relatively low cost, greater availability of collective developments and appropriately calibrate our initiatives investment products has played an important role in to industry needs. broadening access to retail investors, enabling them to participate in the growth of the Malaysian capital market. The SC continues to welcome initiatives by the Preserving trust and confidence private sector in developing such cost-effective entry points for retail investors as we seek to promote more The Malaysian capital market’s ability to register positive inclusive participation in the market. overall growth in a challenging year is a testament to public trust and investor confidence in its integrity and Our efforts to this end were given impetus by the soundness, which form the bedrock of liquidity necessary operationalisation of the ASEAN Framework for for its on-going functioning. cross-border offering of collective investment schemes viii | CHAIRMAN’S MESSAGE SECURITIES COMMISSION MALAYSIA annual report Thepreservation of such trust and confidence is the SC’s These safeguards, as well as ample domestic institutional overarching regulatory objective and has continued to liquidity, have enabled the market to absorb the increased inform our supervisory priorities in 2014. level of activity with adjustments by both domestic and foreign participants taking place in a gradual and orderly In cognisance of potential risks arising from market manner, thus resulting in the sustained resilience of the uncertainties, over the year we have placed significant Malaysian capital market throughout 2014. emphasis on strengthening the capital market’s resilience to external headwinds. Advocating inclusive international Furthermore, we continued to foster a culture of good reforms conduct among market participants through regulatory, market and self-disciplinary levers, while also establishing These episodes of volatility, however, illuminate