Malaysia: Securities Commission publishes corporate governance strategic priorities for 2021-2023

Last week the Securities Commission published its corporate governance strategic priorities for 2021-2023: see here. An overview is provided in the below video (or by clicking here). 

Malaysia: Securities Commission publishes new edition of Malaysian Code on Corporate Governance Code

At the end of last month (on the 28th to be precise) the Securities Commission published a new edition of its Corporate Governance Code. A copy of the Code is available here (pdf), with further information available in the accompanying FAQs (pdf) and press release. 

Malaysia: the conduct of directors of listed companies and their subsidiaries

The Securities Commission yesterday published guidelines on the conduct of directors of listed companies and their subsidiaries: see here (pdf). The Commission explains, in the accompanying press release, that the new guidelines "take into account the evolving Malaysian corporate governance landscape, lessons learnt from the [Commission's] regulatory work in enforcing corporate governance breaches and the need to ensure that Malaysia’s framework remains relevant and effective".

Malaysia: Securities Commission publishes inaugural corporate governance monitor report

The Securities Commission has published its first corporate governance monitor report: see here. The report provides information on a wide range of governance practices among listed companies, including board diversity and adoption of new best practice recommendations in the 2017 edition of the Malaysian Corporate Governance Code. It notes, for example, that among 930 listed issuers, just under 16% of directors were female and a little over 24% of independent board positions have been held by the same director for more than 9 years.

Malaysia: new edition of the Malaysian Corporate Governance Code published

The Securities Commission has today published a new edition of the Malaysian Code on Corporate Governance: see here (pdf). An overview of the changes made in the new edition is available here and there are some FAQs here. The new Code has moved away from 'comply or explain' towards an approach described as CARE: comprehend, apply and report.

OECD Survey of Corporate Governance Frameworks in Asia

The OECD has published a survey of corporate governance frameworks in Asia: see here (pdf). The survey presents information for 14 jurisdictions and is based on questionnaire responses from organisations including securities regulators, institutes of directors, stock exchanges and governance centres. The jurisdictions included in the survey are Bangladesh, China, Chinese Taipei, Hong Kong, India, Indonesia, Korea, Malaysia, Mongolia, Pakistan, Philippines, Singapore, Thailand and Vietnam. The survey reports on a variety of matters including ownership structure, shareholder rights and board structure.

Malaysia: the Companies Act 2016 published in the Federal Gazette

The Companies Bill 2015 (Rang Undang-Undang Syarikat 2015) was passed by the Senate (Dewan Negara) earlier this year.  The King's Assent (Yang di-Pertuan Agong) came at the end of August and the new Act - known as the Companies Act 2016, and containing Malaysia's new company law framework - was Gazetted earlier this month: see here (pdf, 577 pages).

Malaysia: company law reform - Companies Bill passed by the Dewan Negara

The Companies Bill 2015 (Rang Undang-Undang Syarikat 2015) was passed by the House of Representatives (Dewan Rakyat) several weeks ago: see here. Yesterday it was passed by the Senate (Dewan Negara) and now awaits the assent of the King (Yang di-Pertuan Agong). The record of debate in the Dewan Negara is available here (pdf). A copy of the Act, which will contain Malaysia's new company law framework, will be published in the Federal Gazette: see here.

Malaysia: Securities Commission consults on updated corporate governance code

The Securities Commission has published for public comment a revised edition of the Malaysian corporate governance code: see here (pdf). The code was first introduced in 2000 on a 'comply or explain' basis (see here, pdf). The revised edition will operate using 'apply or explain an alternative', the view being that the comply or explain approach caused some companies to adopt a mechanistic approach to corporate governance.

Malaysia: company law reform - Companies Bill 2015 passed by the Dewan Rakyat

The Companies Bill 2015 (Rang Undang-Undang Syarikat 2015) was passed by the House of Representatives (Dewan Rakyat) earlier this week and now proceeds to the Senate (Dewan Negara) before receiving the assent of the King (Yang di-Pertuan Agong). The record of debate in the Dewan Rakyat is available here (pdf) and it is interesting to note that, in the context of directors' duties in the Bill, there was some discussion of section 172 ("Duty to promote the success of the company") of the UK Companies Act 2006.

Note: if the link to the debate does not work, or appears broken, there is another way of accessing the material: visit this page and select 4 April.

Malaysia: company law reform - an update on the Companies Bill 2015

It has been reported in the media that the Companies Bill 2015, which received its first reading in October in the Dewan Rakyat, is one of nine Bills for which second reading has been deferred to the next session in March 2016: see here.

Malaysia: securities law changes - an update

A short overview of the changes made to the securities law framework by the Capital Markets and Services (Amendment) Act 2015 and Securities Commission (Amendment) Act 2015, which came into force on 15 September 2015, has been published by the Securities Commission of Malaysia: see here.

Malaysia: annual report disclosures and the 2012 corporate governance code

Bursa Malaysia has published the results of its review of corporate governance disclosures in annual reports by 300 issuers listed on the Main and ACE markets: see here (pdf). The report is the first to be published by Bursa Malaysia in respect of disclosure following the introduction of the Malaysian Code of Corporate Governance 2012. An overview of the report's findings is available here.

Malaysia: Launch of the Malaysian Code for Institutional Investors

The Securities Commission and Minority Shareholder Watchdog Group have launched the Malaysian Code for Institutional Investors: see here (pdf). The Code was developed by Malaysia's largest institutional investors and contains principles designed to promote effective stewardship.

Malaysia: Commission seeks views on implementation of its Corporate Governance Blueprint

In 2011 the Securities Commission published its Corporate Governance Blueprint and set out proposals to improve the governance framework over a five year period. Many of the Commission's recommendations were incorporated in a revised corporate governance code published in 2012: see here. The Commission is now seeking views on the implementation of the Blueprint: see here.

Malaysia: Company law reform - draft Companies Bill published

The Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia) has published for consultation a draft Companies Bill: see here (pdf). The Bill, once enacted, will replace the Companies Act 1965. Amongst other things, the Bill will require company directors to be at least 18 years of age; corporate directors will not be permitted (section 195). A mechanism for bringing a derivative action on the company's behalf is included (sections 347-352). Shares will no longer have a par or nominal value (section 72).

Section 211 contains the director's duty to exercise powers in good faith as well as the duty to exercise reasonable care, skill and diligence. Breaches of these duties may result in a fine or imprisonment. Section 209 provides that "... director includes chief executive officer, chief financial officer, chief operating officer or any other person primarily responsible for the management of the company.". This definition raises several questions. Would it include a non-executive director? Is it appropriate to define 'director' with reference to specific roles/titles?

Malaysia: Securities Commission publishes new corporate governance code

The Securities Commission has published an updated edition of its corporate governance code: see here (pdf). FAQs concerning the revised code are available here.

Malaysia: Financial Sector Blueprint 2011-2020

Malaysia's central bank - Bank Negara Malaysia - has published a report titled Financial Sector Blueprint 2011-2020, which sets out proposals for the development of financial regulation and the financial system over the next ten years: see here. Chapter four of the report, available here (pdf), contains a section (numbered 4.2) setting out corporate governance related proposals, including the codification in law of the functions of boards and the responsibilities of individual directors.

Deloitte publishes second edition of 'women in the boardroom'

Deloitte has published the second edition of its report Women in the boardroom - a global perspective: see here (pdf). The report provides a summary of measures that have been taken (or which are being taken) with regard to the gender diversity of boards in Australia, Belgium, Canada, China, France, Germany, Hong Kong, India, Italy, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain, the United Kingdom and the United States of America.

Malaysia: the Securities Commission's Corporate Governance Blueprint 2011

Earlier this month the Securities Commission published its Corporate Governance Blueprint 2011: see here (pdf, 6.19 MB) or here (links to individual chapters in pdf). The Blueprint sets out the Commission's proposals for improving the governance framework over the next five years and makes clear that regulation alone is not enough. The Blueprint contains six principle chapters: [1] shareholders' rights (here, pdf), [2] the role of institutional investors (here, pdf), [3] the role of the board (here, pdf), [4] disclosure and transparency (here, pdf), [5] the role of gatekeepers (here, pdf) and [6] public and private enforcement (here, pdf).

There is much in the Blueprint. For example, chapter two sets out proposals for a new code governing institutional investors. Chapter three recommends that boards adopt a charter setting out, amongst other things, the board's functions and responsibilities as well as the key values, principles and ethos of the company. The charter should also include information about the company's governance arrangements, including the committees formed and the division of powers between the board, committees, chairman and CEO. Chapter four sets out five pillars of disclosure and transparency and makes recommendations regarding the content of the Commission's Corporate Governance Code. Chapter five makes wide-ranging recommendations, including greater clarity regarding the role of company secretaries and widening the obligations regarding mandatory whistle-blowing. Chapter six explains that shareholders are able to bring a statutory derivative action where the company has suffered harm but notes that there has only been one reported case. The chapter recommends further research to explore ways in which private enforcement can be promoted, including whether the Securities Commission should have a greater role.