The “Introduction to Corporate Directorship” is a foundation programme for aspiring, prospective and newly appointed directors. It is the first programme in the Directors’ Continuous Professional Development (DCPD) on improving the standards of governance in public listed companies. It is essential for the directors to understand the principles and elements of good corporate governance, the fiduciary duties and liabilities as expected under the law and what it takes to be effective in today’s business environment.
The programme is intended to provide invaluable education and practical insights on effective board structures and important perspectives on their decision-making and oversight roles. On the regulatory front, participants will learn about the latest development on their roles and responsibilities under the Companies Act 2016 (CA 2016) and have an overview of the Malaysian Code on Corporate Governance (MCCG) and the Corporate Governance Monitor 2019, with focus on its 3 principles and 36 Practices as well as the rationale and how they impact listed issuers.
- Define the principles and rationale behind Corporate Governance
- Analyse the Malaysian Code of Corporate Governance (MCCG), as well as the Intended Outcomes, Principles, and Practices
- Identify the oversight role related to internal control, including Audit, Risk Management, and Compliance
- Relate to the changing nature of Governance in business, including Environment, Social & Governance (ESG), evolving views of ‘stakeholders’, and the increasing push towards individual liability.
Who is this Programme For?
From aspiring to intermediate-level directors
|Virtual Classroom Format|
|4 hours (20 minutes Virtual Networking Break)|
|Interactive Facilitated Learning|
Partner, Malaysia Risk Advisory Leader, Head of Corporate Governance and the Asia Pacific Accounting & Internal Controls Leader at Deloitte Malaysia
Cheryl is a Partner, Malaysia Risk Advisory Leader & Head of Corporate Governance and the Asia Pacific Accounting & Internal Controls Leader at Deloitte Malaysia. She has more than 20 years of experience covering financial, operational and internal audits as well as governance, controls and risk assessments for clients across a broad range of industries. Cheryl has previously facilitated ICDM’s bespoke programmes on topics such as Director’s Fiduciary Duties and Malaysian Code on Corporate Governance. Specifically, she has been involved in numerous process improvements, and controls transformation projects. An active media contributor and with a number of published papers, Cheryl is a familiar face in numerous panels, seminars, workshops and talks on good governance, and sustainability among others.
Cheryl has served large companies in a broad range of industry sectors including infrastructure, healthcare, construction, property development, asset management and consumer business. She also led and project managed various engagements in Internal audit, Corporate Governance, Board effectiveness and succession, Operational audits, IPOs, Due Diligence, Enterprise risk management, SOX 404 implementation, Business process review, controls transformation and review of policies.
She holds a Bachelor in Mathematics and is a member of the Malaysia Institute of Certified Public Accountants (MICPA) and Malaysia Institute of Accountants (MIA).
MUNIR ABDUL AZIZ
Managing Partner, Principal, Mergers & Acquisitions of Wong & Partners
Munir Abdul Aziz is a partner in the Corporate & Commercial practice of Wong & Partners. He has been in practice since 1998 in mergers and acquisitions, corporate reorganisations, capital markets work, venture capital and private equity, joint ventures and general commercial transactions. As an ICDM facilitator, Munir has conducted bespoke programmes for ICDM such as Board Leadership and Governance.
Munir has represented a number of corporations based in Malaysia, the US, Japan and Europe in takeovers, acquisitions, disposals of shares and assets of Malaysian and European companies. He has also worked on corporate reorganisations and de-mergers involving leading publicly listed Malaysian companies and been involved in domestic and international securities transactions including bond offerings and IPOs. He has worked in the London and Melbourne offices of Baker & McKenzie International.
Munir was recognised in Chambers Global and Chambers Asia Pacific, publications which rank leading business lawyers globally. In its 2015 edition, Chambers Asia Pacific noted that Munir “comes highly recommended by clients” and that he is “quick in grasping the situation and issues, knows how to protect the client’s interests, and is also commercial enough to be able to close the transaction”. He has also been recognised as “highly respected” and “earns plaudits from the market for his contribution to the corporate field” with “an emphasis on private equity transactions, M&A, takeovers, demergers and corporate reorganisation” by Chambers Asia Pacific 2013.
Munir has also been named by IFLR1000 as “Leading Lawyer” for Capital Markets since 2013 and for M&A since 2012. He is recommended by PLC Which Lawyer? in Corporate and M&A for 3 successive years (2010 – 2012). He is recognised as a distinguished practitioner by leading legal directories such as Chambers & Partners, Legal 500 and IFLR1000 and was named “Dealmaker of the Year” by the Asian Legal Business Law Awards in 2017.
Facilitator: Cheryl Khor
Module 1: What is Corporate Governance (CG) and Why Does It Matter? (1st day, 9:00 am – 10:30am)
Participants will revisit the historical background to the evolution of the legal – regulatory environment in Malaysia and the regulatory expectations in the MCCG 2017 with its emphasis on achieving the twelve intended outcomes with guidance in explaining how these outcomes are to be achieved:
- Malaysian Code on Corporate Governance 2017 (MCCG 2017)
- Definition of CG
- No one size fits all
- Why it matters
- CG failures
Module 2: Being an Effective Director (1st day, 11:00am – 1:00pm)
Participants will cover duties and liabilities of being a director. There will also be a focus on the type of questions directors need to pose to management in order to be effective.
- Essential Attributes of Effective Directors
- Board Effectiveness on Culture, Processes, Governance, Board Meetings, Board Dynamics, etc
- Board Leadership, Ethics & Accountability
Module 3: Role of the Board (2nd day, 9:00am – 1:00pm)
Participants will cover the elements of Board Charters defining the roles and Terms of Reference (TOR) of the Board as a whole, the Chairman of the Board, the Chairs of subcommittees, subcommittees and independent directors and also learn the importance of having the Chair and the CEO as two separate people. The evaluation criteria used to evaluate the effectiveness of the Board, the Chairman and CEO will also be covered.
- The Different Types of Boards & Directors
- Board Structure & Composition
- Role & Functions of the Board (Strategy, performance, risk, talent, succession planning, stakeholders)
- Role of the Chair
- Two Separate Roles for Chair and CEO
- Appointment and Role of the CEO
- Role of Board Committees
- Management’s Role
- Board & Management Relationship
Facilitator: Munir Abdul Aziz
Module 4: Companies Act 2016 (3rd day, 9:00am – 10:30am)
Participants will learn about the mandated regulatory expectations in the CA 2016 Sections 210-218 on Duties & Responsibilities as well as Sections 219 – 232 on Disclosure and Conflicts and the behaviour of directors and the dilemmas that some of these expectations present.
- Duty of Care, Good Faith & Loyalty
- Oversight Duties – Audit & Internal Controls & Financial Reporting
- Decision-Making and Conflict of Interest
- Business Judgement Rule: Delegation & Authority
- Questions to Ask as a Director
Module 5: Legal and Regulatory Change for Directors (3rd day, 11:00am – 1:00pm)
- Examine recent and forthcoming changes to legal and regulatory frameworks, including:
- Changes to the Malaysian Anti-Corruption Commission Act, particularly the new section 17A
- The Business Roundtable; views on developing stakeholder priorities across wider areas
- Ethical Business Practice & Regulation
The Organiser reserves the right to alter the content and timing of the programme as it deems fit and is not responsible for cancellations due to unforeseen circumstances.