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Corporate Governance Case Studies Series: Petra Perdana - The extent of directors' duties

Dates:  7 September 2018 (8.30am - 5.00pm) 
Venue: Securities Commission Malaysia
Accreditation: SIDC CPE-approved: 10 CPE points


The first session:
The Federal Court judgment in the Petra Perdana case with respect to the extent of directors’ duties provides useful insights and guidance for directors who feel they are always acting in the best interest of the company and the discretion afforded to directors when directors makes business judgments.
 
The Companies Act 2016 includes provisions designed to strengthen corporate governance and promote higher accountability among directors especially in performing their duties as directors i.e. acting in good faith and in the best interest of the company, exercising reasonable care, skill and diligence.
 
Likewise in the new Malaysian Code of Corporate Governance (MCCG), the company secretary’s role evolved from administrative to a vital ‘influential’ role i.e. advisor to the board on matters relating to regulations and governance.
 
The second session:
The board and the audit committee (AC) plays an important role in ensuring the company’s financial statements are submitted to the regulators are true and fair view of the company’s financial position and performance and the failure of not complying leads to a severe implication. In early December 2017, the Securities Commission Malaysia (SC) reprimanded and fined five directors of TRIVE Property Group Berhad for furnishing false/misleading statements in the 2014 audited financial statements of the company to SC and Bursa Malaysia.
 
This programme will acquaint participants with insights of the case and acts as a cautionary to the directors’ and the AC to ensure the roles and responsibilities are discharged effectively to better serve in the company’s best interests.

  • Programme Delivery

    Programme Objective

    The first session will acquaint participants with essential insights that directors could take note in discharging their roles and responsibilities effectively, in order to ensure compliance and better serve in the company’s best interests. Through discussions of the case, this programme aims to highlight the legal principles that were decided by the Federal Court and also explore on the role of the ‘boardroom influencer’ i.e. company secretary.
     
    The second session will acquaint the participants with gain insights of directors’ and the audit committee role, duties and responsibilities in ensuring the integrity of company’s financial and non-financial reports and the company’s financial reporting process
     
    By the end of the programme, participants will be able to gain insights on the extent of directors’ duties based on the landmark decision made by the Federal Court of Malaysia and the context of the new MCCG.

    Learning Outcomes

    By end of this programme, participants will be able to:
    • recognise the extent of directors’ duties based on the grounds of judgement made by the Federal Court of Malaysia;
    • identify best practices that directors and the audit committee can adopt to act in accordance to their duties;
    • explain the role of the company secretary and audit committee from the new MCCG context;
    • describe the audit committee key role in a company’s financial reporting process; and
    • discuss the current developments on the Companies Act 2016 in the legal landscape and the new MCCG.

    Methodology

    Interactive presentations, Discussions and Question-and-Answer (Q&A) sessions

    Target Audience

    Individuals
    Directors of intermediaries, directors of public listed companies, compliance officers, company secretaries.
     
    Institutions
    Asset management companies, stockbroking firms, investment banks, advisory firms, legal firms, accounting firms, insurance companies and public listed companies.

    Competencies

    Core – Corporate Governance, Ethics & Integrity
  • Programme Outline

    9.00 am Registration
    10.00 am Case: Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana
    • Background facts of the case
    • Federal Court of Malaysia grounds of judgement
      • Division of powers between general meeting of shareholders and directors
      • The test for directors acting in the ‘best interest of the company’ and in exercising their business judgment
    Discussion Points - Key issues decided by the Federal Court on the case
    • Power of directors vis a vis shareholders’ mandate
    • Directors duties – tests of acting in the best interest of company
    Key Lessons from the Case and Best Practices
    • Lessons for directors -The extent of directors duties
    • Adoption of practices to demonstrate compliance with directors duties
    • The role of the ‘boardroom influencer’ i.e. company secretary
    12.00 pm Lunch
    2.00 pm TRIVE in the Public Eye
    • A brief description of the misconduct and the Regulator findings
    • Actions taken by the Regulator
    Enhancing Board  and Audit Committee (AC) Roles and Responsibilities
    • Lessons learned from TRIVE
      • Ensuring the integrity of company’s financial and non-financial reports
      • AC– addressing the company’s financial reporting process
    • Adoption of best practices to demonstrate compliance with directors duties and the AC in relation to the audited financial statements
    5.00 pm END OF PROGRAMME
  • Programme Fees

    Normal Price
    RM 950