CORPORATE
GOVERNANCE IN MALAYSIA
&
MALAYSIAN
CODE ON CORPORATE GOVERNANCE 2012
1) question : what is the malaysian code on corporate governance for 2012 ?
The Malaysian Code on Corporate Governance (Code), first issued in March 2000, marked a significant milestone in corporate governance reform in Malaysia.It codified the principles and best practices of good governance and described optimal corporate governance structures and internal processes.
The Malaysian Code on Corporate Governance (Code), first issued in March 2000, marked a significant milestone in corporate governance reform in Malaysia.It codified the principles and best practices of good governance and described optimal corporate governance structures and internal processes.
Since the release of the
Code, the Malaysian corporate scene has made significant strides in corporate
governance standards. The mandatory reporting of compliance with the Code has enabled
shareholders and the public to assess and determine the standards of corporate governance
by listed companies.
While significant
improvement has been achieved, it is now timely to review the Code to further
strengthen corporate governance practices in line with developments in the
domestic and international capital markets. In this respect, the Prime
Minister, Dato’ Seri Abdullah Ahmad Badawi had announced in the Budget 2008
speech that “the Code is being reviewed to improve the quality of the board of
public listed companies (PLCs) by putting in place the criteria for qualification
of directors and strengthening the audit committee, as well as the internal
audit function of the PLCs…. To ensure the effectiveness of the audit committee
of PLCs, executive directors will no longer be allowed to become members of the
audit committee. In addition, the internal audit function will be mandated for
all PLCs, and the board of directors will be responsible for ensuring the
adherence to the scope of internal audit functions….”
The
Malaysian Code on Corporate Governance as revised in 2007 represents the
continued collaborative efforts between Government and the industry. The
Securities Commission (SC) would like to thank the Companies Commission of Malaysia,
Bursa Malaysia Berhad, Bank Negara Malaysia, the Bar Council, the Federation of
Public Listed Companies, the Malaysian Institute of Corporate Governance, the
Minority Shareholders Watchdog Group, the Malaysian Accounting Standards Board,
the Malaysian Institute of Accountants, the Malaysian Institute of Certified
Public Accountants, The Institute of Internal Auditors Malaysia, the Malaysian
Institute of Chartered Secretaries and Accountants and the Malaysian Investment
Banking Association
for
their invaluable feedback and comments.
2) question : what is the malaysia's corporate governance journey ?
2) question : what is the malaysia's corporate governance journey ?
1. Malaysia recognises the value
of good governance and it is for this reason that we are committed to promoting
and sustaining a strong culture of corporate governance. Investor confidence in
Malaysia was severely affected during\ the 1997/98 Asian Financial Crisis.
Policy makers learnt valuable lessons and focused their attention, amongst
others, on the need to raise corporate governance standards. We undertook
numerous initiatives including the issuance of the Malaysian Code on Corporate
Governance (Code) in the year 2000 to strengthen our corporate governance
framework.
2. Since then, we have embarked on
a journey to continuously improve our corporate governance framework. The Code
was revised and securities and companies laws were amended. The Audit Oversight
Board was established to provide independent oversight over external auditors
of companies. The Securities Industry Dispute Resolution Center was established
to facilitate the resolution of small claims by investors. Statutory derivative
action was introduced to encourage private enforcement action by shareholders.
3. In 2011, the Securities Commission
Malaysia issued the Corporate Governance Blueprint 2011 (Blueprint) which
outlines strategic initiatives aimed at reinforcing self and market discipline.
The Malaysian Code on Corporate Governance 2012 (MCCG 2012) is a key
deliverable of the Blueprint.
3) question : Corporate governance PRINCIPLES AND RECOMMENDATIONS ?
3) question : Corporate governance PRINCIPLES AND RECOMMENDATIONS ?
4) What are the key amendments made in the
MCCG 2012?
Some of the key areas that have been
strengthened in the MCCG 2012 are as follows:
Roles and
responsibilities of the board
The board is required to formalise ethical standards through a code of conduct and ensure company strategies promote sustainability. It is also expected to formalise a board charter.
The board is required to formalise ethical standards through a code of conduct and ensure company strategies promote sustainability. It is also expected to formalise a board charter.
Composition
of the board
The board should establish a Nominating Committee, chaired by a senior independent director, who is responsible to oversee the selection and assessment of directors. The Nominating Committee is charged with developing a set of criteria including policies formalising its approach to diversity of the board.
The board should establish a Nominating Committee, chaired by a senior independent director, who is responsible to oversee the selection and assessment of directors. The Nominating Committee is charged with developing a set of criteria including policies formalising its approach to diversity of the board.
Independence
of independent directors
The tenure of independent directors is capped to a cumulative period of nine years. Upon completion of the nine years, such directors can be re-designated as non-independent directors or in exceptional circumstances; the shareholders may decide that an independent director can remain in that capacity after serving a cumulative term of nine years. The board should provide strong justification to the shareholders in such exceptional circumstances.
The calculation of the tenure starts from the time the individual is first appointed as an independent director of a company. Listed companies should seek shareholders' approval at the nearest AGM before the director reaches the nine year term limit. Shareholders' approval should be sought annually after the nine year term limit. Rotation of independent directors within a group of companies is not advisable. Failure to seek shareholders' approval for the extension of the tenure of any independent director prior to the nine year term limit must be explained in the annual report.
The tenure of independent directors is capped to a cumulative period of nine years. Upon completion of the nine years, such directors can be re-designated as non-independent directors or in exceptional circumstances; the shareholders may decide that an independent director can remain in that capacity after serving a cumulative term of nine years. The board should provide strong justification to the shareholders in such exceptional circumstances.
The calculation of the tenure starts from the time the individual is first appointed as an independent director of a company. Listed companies should seek shareholders' approval at the nearest AGM before the director reaches the nine year term limit. Shareholders' approval should be sought annually after the nine year term limit. Rotation of independent directors within a group of companies is not advisable. Failure to seek shareholders' approval for the extension of the tenure of any independent director prior to the nine year term limit must be explained in the annual report.
Separation
of Chairman and CEO
The positions of Chairman and CEO should be held by different individuals and the chairman must be a non-executive member of the board. Where the Chairman is not an independent director, the board should comprise a majority of independent directors. The term 'Chairman' refers to the Chairman of the Board of Directors while the 'CEO' refers to the Chief Executive of the company, whatever name called, who may or may not be a member of the board. The responsibilities of the Chairman should include leading the board in the oversight of management, while the CEO focuses on the business day-to-day management of the company and this division should be clearly defined in the board charter. Listed companies that do not comply with any of the recommendations of MCCG 2012, including the separation of positions of chairman and CEO, must explain their circumstances and reasons or justifications for doing so in their annual report.
The positions of Chairman and CEO should be held by different individuals and the chairman must be a non-executive member of the board. Where the Chairman is not an independent director, the board should comprise a majority of independent directors. The term 'Chairman' refers to the Chairman of the Board of Directors while the 'CEO' refers to the Chief Executive of the company, whatever name called, who may or may not be a member of the board. The responsibilities of the Chairman should include leading the board in the oversight of management, while the CEO focuses on the business day-to-day management of the company and this division should be clearly defined in the board charter. Listed companies that do not comply with any of the recommendations of MCCG 2012, including the separation of positions of chairman and CEO, must explain their circumstances and reasons or justifications for doing so in their annual report.
Commitment
of directors
The board is required to set out expectations on time commitment for its members and protocols for accepting new directorships. Directors should notify the chairman before accepting any new directorship. Such notification should include an indication of time commitment expected of the new appointment. The Nominating Committee should take cognisance of such new appointment in its annual assessment of directors.
The board is required to set out expectations on time commitment for its members and protocols for accepting new directorships. Directors should notify the chairman before accepting any new directorship. Such notification should include an indication of time commitment expected of the new appointment. The Nominating Committee should take cognisance of such new appointment in its annual assessment of directors.
Remuneration
of directors
The board should establish formal and transparent remuneration policies and procedures to attract and retain directors. A Remuneration Committee can perform this function.
The board should establish formal and transparent remuneration policies and procedures to attract and retain directors. A Remuneration Committee can perform this function.
Risk
management framework and internal controls system
The board is required to establish a sound framework to determine the company's level of risk tolerance and actively identify, assess and monitor key business risks.
The board is required to establish a sound framework to determine the company's level of risk tolerance and actively identify, assess and monitor key business risks.
Integrity
of financial reporting
The Audit Committee should ensure financial statements comply with applicable financial reporting standards and assess the suitability and independence of external auditors. These recommendations are in addition to the requirements of an Audit Committee under the Listing Requirements.
The Audit Committee should ensure financial statements comply with applicable financial reporting standards and assess the suitability and independence of external auditors. These recommendations are in addition to the requirements of an Audit Committee under the Listing Requirements.
Relationship
between company and shareholders
The board should encourage shareholder participation at general meetings and voting on resolutions by way of poll. The chairman should inform shareholders of their rights to demand a poll vote at the commencement of a general meeting.The board is encouraged to put substantive resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution.
The board should encourage shareholder participation at general meetings and voting on resolutions by way of poll. The chairman should inform shareholders of their rights to demand a poll vote at the commencement of a general meeting.The board is encouraged to put substantive resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution.
Substantive
resolutions are those which are not procedural and administrative in nature;
for example, the appointment of directors and auditors, approval for issuance
of shares, share buy-backs, related party transactions and resolutions that are
tabled by way of supplementary circular to shareholders
REFERENCES:
http://www.sc.com.my/eng/html/cg/cg2012.pdf
http://www.sc.com.my/main.asp?
pageid=1154&menuid=1035&newsid=&linkid=&type=
http://www.investopedia.com/terms/c/corporategovernance.asp#ixzz2JfXMtUQl
http://www.businessdictionary.com/definition/corporate-governance.html#ixzz2JfUYrXUo
