Non-executive director’s appointment letter

Directors

The Institute of Chartered Secretaries and Administrators (ICSA)* published a guidance note on sample non-executive director’s appointment letter.

The sample letter aims to provide an initial checklist of the elements a company intends to cover in its appointment letter and is not intended to be a prescriptive template.

Although the sample letter is drafted in the UK context, it serves as a good guidance in the Malaysian context as it covers elements which are important to ensure good corporate governance such as:

·      Time commitment of a director
·      Adherence to corporate governance code
·      Disclosure of director’s interest in any matter considered at board meeting
·      Independence and outside interests
·      Conflict of interest

The guidance note together with the sample non-executive director’s appointment letter can be found at https://www.cgi.org.uk/my_cg/download-resources/downloadt?fileId=5268

* The Institute of Chartered Secretaries and Administrators (ICSA) is now known as The Chartered Governance Institute.

#malaysiancorporatelawyer
#directors

This post was first posted on Linkedin on 4 April 2022.

Due Diligence
Legal Due Diligence on Public Listed Companies in Malaysia

When conducting legal due diligence on public listed companies (PLCs) in Malaysia, the scope of due diligence is limited by the laws of insider trading. Insider trading occurs when someone uses confidential, non-public information about a company to make a profit or avoid a loss in the stock market. Therefore, …

Linkedin Post
Don’t Rush the Disclosure Letter in M&A Transactions

In M&A transactions, a disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs that sellers’ representations and warranties are …

Lawyering
Is Corporate Practice Less Stressful Than Litigation?

I was asked whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …