Licensed intermediary institutions play an important systemic role in the capital market ecosystem. The growth or decline of the capital market is influenced by, among others, the success and failure of these institutions. Hence, the quality of leadership at these institutions is paramount. Kiel et al., 2012 suggest four levels of competence required of a board. They are as follows: Industry: Experience in and knowledge of the industry in which the organisation operates Technical: Technical/professional skills and specialist knowledge to assist with ongoing aspects of the board’s role Governance: The essential governance knowledge and understanding all directors should possess or develop if they are to be effective board members Behavioural: The attributes and competencies enabling individual board members to use their knowledge and skills to function well as team members and to interact with key stakeholders

Programme Objective

The Capital Market Director Programme (CMDP) is an exclusive platform for directors and other strategic personalities of licensed intermediary institutions to equip themselves with new and relevant knowledge, skills and abilities (basic to intermediate level). The programme is also designed to allow them to explore and deliberate on pertinent issues affecting the industry from multi-stakeholders’ perspectives. The specific objectives of the programme are as follows:

Equip members of the board with knowledge and skills to provide leadership and oversight in the running of licensed intermediary institutions;
Assist directors of licensed intermediary institutions in becoming an effective member of the board through the latest developments in regulations and challenges, business and governance in the capital market; and
Promote a thorough understanding of the role of the Securities Commission in regulating a dynamic and competitive capital market.

This programme will also “strengthen intermediation standards and capabilities” as espoused by the Capital Market Masterplan 2 (CMP2). Securities Commission Malaysia (2011) Capital Market Masterplan 2. Securities Commission, Kuala Lumpur.

Learning Outcome

Module 1: Directors as Gatekeepers of Market Participants At the end of the module, participants will be able to:

Understand the high-level contextual function of the board and the directors in discharging their mandates;
Appraise the roles, duties, responsibilities and liabilities of directors as provided for in applicable laws relevant to licensed intermediaries;
Apply the relevant key principles and recommendations of the Malaysian Code on Corporate Governance to oversee the compliance and performance roles of licensed intermediaries;
Understand the critical functions played by independent directors in building confidence and trust for licensed intermediaries; and
Exercise judgement appropriately in dealing with issues of legal and governance brought to the attention of the board.

Methodology

Competencies

Entry Requirements

Duration of Modules

DURATION MODULES

2.5 hours

Target Audience

TARGET AUDIENCE

Individual

Newly appointed directors and directors of CMSL holders

Completion Requirements

9.00 am	Core duties of directors – fiduciary duty, duty of care, skill and diligence and other legal and regulatory expectations as specified by the extant laws including but not limited to: Companies Act (Act 125) Capital Market and Services Act (Act 671) Anti-Money Laundering and Terrorism Financing Act (Act 613) New and pending laws and rules, including Personal Data Protection Act, Competition Act, and Goods and Services Tax Act; Foreign Account Tax Compliance Act (“FATCA”) – impact, compliance requirements and implementation challenges. Discussion of recent selected enforcement cases.
10.30 am	Screen Break
10.45 am	Discussion of how the application of selected principles and recommendations of the Malaysian Code on Corporate Governance can deliver sustainable values for licensed intermediaries. The selected principles and recommendations include: Establishing a board charter where, among others, clear roles and responsibilities between the board and management are articulated; The Code suggests that the board should assume, amongst others, the following responsibilities: Reviewing and adopting a strategic plan for the licensed intermediaries; Overseeing the conduct of the licensed intermediaries’ business; Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures; Succession planning of senior management of licensed intermediaries; Overseeing the development and implementation of a shareholder/stakeholder communication policy for the licensed intermediaries; and Reviewing the adequacy and integrity of the management information and internal controls system of the licensed intermediaries. Strengthening the composition of the board by having sufficient representation of non-executive directors of right competencies and skills to ensure independent oversight; Effective risk oversight through sound and adequate risk management and internal controls systems. Independent directors as value enhancers or value destroyers; Independent directors to assist boards to remain vigilant and diligent in robust CG structure and process to facilitate sufficient control and direction; Independent directors as gatekeeper in dealing with situations of conflicts of interest including related party transactions, self-dealing by directors and management, and whistleblowing; Role of company secretary, internal auditor, and/or compliance officer to support independent directors. Failure of governance and the implication on licence to operate – Case study.
12.30 pm	End of Programme

Price Listing

DURATION MODULES

TARGET AUDIENCE

Individual