Module 1: Directors As Gatekeepers Of Market Participants

Scope of Coverage

1. 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.
2. Discussion of selected enforcement cases
3. Discussion of how the application of selected principles and recommendations of the Malaysian Code on Corporate Governance can deliver sustainable values for licensed intermediaries
4. Independent directors as value enhancers or value destroyer
5. Failure of governance and the implication on licence to operate – Case studies

Learning Outcomes

At the end of the programme, participants will be able to:

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