CMDP: Module 1 Directors as Gatekeepers of Market Participants

Capital Market Director Programme

20
Feb 2023

9:00 am - 12:30 pm

Securities Commission Malaysia Building

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Speakers : Chew Phye Keat | Devaneson Evanson

Registration closing date is 3 business days before the programme date or when all seats are fully taken.

MYR 1800 *Fee is not inclusive of 6% SST

Capital Market Director Programme (CMDP):
Module 1 Directors as Gatekeepers of Market Participants

Programme Overview

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 Objectives

The Capital Market Director Programme (CMD) 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 Outcomes

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.

CPD*

*SIDC CPE points are recognised by FIMM, AICB and MIA

Learning Hours

3.5 hours

 

Competencies

  1. Core – Corporate Governance, Ethic & Integrity, Risk Management (Proficiency Level 4)
  2. Foundational (Regulatory) – Capital Market Institutions, Capital Market Intermediaries, Capital Market Products Regulations (Proficiency Level 4)
  3. Foundational (Product) – Capital Market Environment (Proficiency Level 4)
  4. Behavioural (Organisation Leadership) – Strategic Thinking (Proficiency Level 4)

Target Audience

Individual 

Newly appointed directors and directors of CMSL holders

OUTLINE MODULE 1 – DIRECTORS AS GATEKEEPERS OF MARKET PARTICIPANTS

8.30 am Registration
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 Coffee 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

 

 

Chew Phye Keat
Head of Corporate and Commercial, Raja. Darryl & Loh

Phye Keat has been practicing law since March 1987. He is a graduate of the law faculty of University of Malaya with an LLB (Hons) and an LLM degree from the same university and is currently Head of Corporate and Commercial in the law firm Raja. Darryl & Loh in Kuala Lumpur. Phye Keat has handled a broad spectrum of corporate and commercial transactions including joint ventures, manufacturing, telecommunications, computer contracts and information technology, licensing, franchising, foreign investment, immigration, slae of goods, construction, privatisation, infrastructure (including the fight light rail transit project in Malaysia, STAR) and labour/employment.

Through his involvement with Transparency International – Malaysia in which he is a former Executive Committee Member he was active in advocating advancement in the anti-corruption laws of Malaysia including the new Section 17A on Corporate Liability in the MACC Act 2009.

As part of his portfolio, Phye Keat has also been conducting workshops to clients from various sectors and industries on the Corporate Liability provision of the MACC Act and providing advice on compliance programs in respect of the same. He has been very active in helping various clients become compliant with the MACC Act and Guidelines on Adequate Procedures.

 

 

 

Devaneson Evanson
CEO of the Minority Shareholders Watch Group (MSWG)

Devanesan Evanson is currently the CEO of the Minority Shareholders Watch Group (MSWG). He is a qualified Accountant (FCCA) who is also a Chartered Member of the Malaysian Institute of Accountants. He also holds a law degree (LLB Hons) from the University of London. He is a Fellow member of the Institute of Internal Auditors Malaysia (FIIAM).

He is an adjunct professor at Universiti Kebangsaan Malaysia. He is also a member of the Industry Advisor Panel (IAP) of International University of Malaya-Wales (IUMW). Devanesan also sits on the Board of Agensi Kaunseling dan Pengurusan Kredit (AKPK) as an Independent Director and is also the Chairman of the Audit Committee.

He is also a Past-President of the ACCA Advisory Committee, a Past-President of the Institute of Internal Auditors Malaysia and a Past-Council Member of the Malaysia Institute of Accountants.

Devanesan retired from Bursa Malaysia in 2010 after serving Bursa Malaysia for eighteen years. He started his career at Bursa Malaysia as Head of Internal Audit and Risk Management. He was also, at one time, the Chief Regulatory Officer and later, the Chief Market Operations Officer of Bursa Malaysia.

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