Checklist for Qualifications of a Director in Malaysia
Prior to appointing a person as a director, the candidate must meet the following requirements to comply with the law and enhance the company’s corporate governance. is at least 18 years old; is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be …
What Does ESG Mean for Directors and Senior Management of PLCs?
What Does ESG Mean for Directors and Senior Management of PLCs? The Malaysian Code of Corporate Governance (MCCG) recognises that sustainability and its underlying environmental, social as well as governance (ESG) issues are becoming increasingly material to the ability of companies to create durable and sustainable value and maintain confidence …
Getting Shareholders’ Approval Right
When it comes to corporate governance, ensuring proper shareholder approval is essential to avoid legal issues down the road. Understanding the requirements of the Companies Act 2016 of Malaysia is necessary. For Private Company For a private company, a resolution of the shareholders shall be passed in either of the …
Who can be appointed as a director?
In M&A transactions, it is common for a purchaser acquiring a stake in a company to seek a board seat as part of the deal. This allows the purchaser to have a say in the company’s strategic direction and governance post-transaction. Under the Companies Act 2016 of Malaysia, a director …
The Duty of Nominee Directors Appointed in M&A Transactions
In M&A deals, it’s common for the purchasers (i.e., the new shareholders) to nominate their own directors to the board of directors of the target companies. Such directors are known as nominee directors. Under the Companies Act 2016 of Malaysia, although a nominee director is appointed to represent the interest …
What Every Director Needs to Know about Disclosure of Interest in Shares
Directors have a duty under section 219 of the Companies Act 2016 to notify the company in writing of shares they have interest in, whether in the company or in a related corporation (s219, Companies Act 2016). This is to comply with section 59 of the Companies Act 2016, which …
MSWG corporate governance assessment 2020
Out of the 851 Malaysian public-listed companies (PLCs) assessed by the Minority Shareholders Watch Group (MSWG) in its corporate governance assessment in 2020: • 220 PLCs have no female board representation (25.9%) • 370 PLCs have at least one woman director (43.5%) • 142 PLCs have at least 30% women on their …
Directors’ independence
Directors’ independence has been a key focus of the Securities Commission Malaysia (“𝗦𝗖”) and Bursa Malaysia Securities Berhad (“𝗕𝘂𝗿𝘀𝗮”) lately as can be seen from the following amendments or proposed amendments: 𝗥𝗲𝘃𝗶𝘀𝗶𝗼𝗻 𝘁𝗼 𝗠𝗮𝗹𝗮𝘆𝘀𝗶𝗮𝗻 𝗖𝗼𝗱𝗲 𝗼𝗳 𝗖𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗚𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 (“𝗠𝗖𝗖𝗚”) The SC issued the revised MCCG on 28 April 2021 which took effect …
Director sourcing of PLCs
Under the Malaysian Code on Corporate Governance (“MCCG”), one of the intended outcomes is for board decisions to be made objectively in the best interests of the company taking into account diverse perspectives and insights. To achieve this outcome, one of the best practices provided under the MCCG is for the board to utilise independent sources …
Is adoption of the Malaysian Code on Corporate Governance compulsory?
In the FAQ on the MCCG, the Securities Commission Malaysia states that the MCCG is a set of corporate governance best practices for companies to adopt. The Bursa Listing Requirements require PLCs to ensure that their board of directors provide an overview of the application of the principles set out …