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Deep Dive into CG Cases in Malaysia:  “What Went Wrong” and “What Could Be Done Better”

Deep Dive into CG Cases in Malaysia:
“What Went Wrong” and “What Could Be Done Better”
 

Dates:  7 September 2018 (9.30am - 5.00pm) 
Venue: Securities Commission Malaysia
Accreditation: 10 CPE


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.
 
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

     
    9.30 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
    The Application of the Management Review Powers under the Companies Act 2016
    • How the above principles will now be seen in light of the management review provisions in section 195 of the Companies Act 2016
     
    Speaker: Lee Shih, Partner, SKRINE
    12.00 pm Lunch
    2.00 pm Financial & Non-Financial Reporting by Listed Issuers – How to avoid reprimands and/or fines
    • Introduction to Session
    • Cases on misreporting & penalties meted out by regulators – “What went wrong”?
    • Financial statements, non-financial statements, their components & associated regulatory requirements
    • Roles & responsibilities of the Board, Board Committees (i.e. Audit Committee, Risk Management Committee & Nominating Committee), Management & Auditors on financial & non-financial reporting, including minutes of Board and Board Committee meetingS
    • The “Why’s” (i.e. root causes) on misreporting, including the “usual suspects”
    Speaker: Lee Min On, Director, Coalition for Business Integrity
    3.30 pm Tea Break
    3.45 pm Financial & Non-Financial Reporting by Listed Issuers – How to avoid reprimands and/or fines (cont.)
    • The tools available to the Board to oversee reporting by Management (Corporate Governance Guide 3rd Edition: Moving from Aspiration to Actualization – a publication of Bursa)
    • Pertinent questions posed by the Audit Committee & Board to Management on financial reporting, including red flags
    • Critical success factors for timely & accurate reporting, including leveraging the work of auditors (internal auditors & external auditors) by Audit Committee
    • Key takeaways
    • Questions & Comments
    Speaker: Lee Min On, Director, Coalition for Business Integrity
    5.00 pm END OF PROGRAMME
     
     
     
  • Programme Fees

    Normal Price
    RM 950
  • Speakers

    Lee Shih, graduated from the University of Bristol, England with a LLB (Hons) degree. He was admitted as a Barrister-at-Law (Gray's Inn) in October 2004 and was admitted as an Advocate & Solicitor in the High Court of Malaya in September 2005. Having completed his pupillage at Skrine, he joined as an associate in October 2005 and was made a Partner in January 2012.
     
    His portfolio of litigation work focuses on international arbitration, corporate litigation and corporate insolvency. He regularly acts in cross-border disputes and has appeared in international arbitrations in Asia and Europe. He has acted as lead Counsel in a variety of shareholder disputes, involving just and equitable winding up and oppression petitions. He also advises and acts in insolvency, schemes of arrangement and receivership matters.
     
    Lee Shih is listed in the Legal 500 Asia Pacific and was described as "diligent and indefatigable, and a name to watch for the future". He has been ranked as an 'Up and Coming' Dispute Resolution lawyer in Chambers Asia-Pacific 2014 - 2017 where he has been described as “making an excellent name for himself in litigation, particularly for corporate and insolvency litigation and international arbitration” and as being part of "the next generation of talented individuals: a forceful advocate in terms of intellectual prowess and punching well above his weight in terms of his level of seniority." In the 9th edition of the Global Arbitration Review (GAR) 100 (2016), clients commented that he is “an impressive up and coming lawyer” and “a safe pair of hands.”
     
    He is a Council member of the Insolvency Practitioners Association of Malaysia (IPAM) and a member of INSOL International.
     
    Having been trained by the Advocacy Training Council of England and Wales, he is now an advocacy trainer with the Malaysian Bar and teaches advocacy to pupils and young lawyers.

     
    Lee Min On, Fellow Member, Institute of Internal Auditors Malaysia, Member, Malaysian Institute of Accountants , Member, Malaysian Institute of Certified Public Accountants
     
    Retired Partner of KPMG Malaysia after serving 36 years (20 years in Audit & 16 years in Advisory) with the Firm. He headed the Firm’s Risk Consulting division and Internal Audit, Risk & Compliance Services unit.
     
    Speaks regularly at public seminars and inhouse training on Sustainability, Corporate Governance, Risk Management & Internal Audit – how to embed the practical applications in organizations. Director of Coalition for Business Integrity Bhd, a not-for-profit organization that advocates, and trains boardroom players and Management, on how to embrace & embed good governance & integrity in the market place Audit Committee Member, Institute of Internal Auditors, Malaysia