“Corporate governance has become a topic of broad interest. As global businesses are plagued with scandals, corporate failures and ethical misconducts, the debate over the roles of company boards intensifies. Not surprisingly, there is now a renewed focus on corporate governance – better structures, calls for greater independence of directors, more rigorous oversight, to name a few.”

As a result, a large amount of time is spent on scanning historical activities instead of focusing on strategic and future prospects of the company. With rapid technological, social and environmental change, are directors equipped with the right skillsets and mindset to navigate the unexpected?

Board evaluation is a forward-looking exercise, besides driving improved leadership, better performance and boosting investors’ confidence in the company.

Company Secretaries play a crucial role in the initiation of meaningful and effective board evaluations. In their central role, they need to drive the process with the Nomination and Remuneration Committee Chair and/or the Board Chair and facilitate the execution of the entire process – from inception to the delivery of the final report to ensure sustainable effectiveness and performance of boards. They can further contribute towards the board-chair relationship, board processes, and dynamics and be seen as a valued advisor in the corporate governance structure and framework of the company. When successfully administered, an evaluation can help steer boards towards enhancing their organisations’ capacity.

Having an impactful assessment consists of more than just a ‘box-ticking’ exercise and requires an in depth analysis of the different board relations within a board, identifying oversight matters and aligning them into line of sight of the board, identifying and mitigating disruption that the board would face while empowering boards to be agile and innovative in a continuously evolving environment. The analysis must also, draw out the issues faced by the board so that remedial action can be taken and this is only achieved through meaningful, candid and confidential one-on-one interviews.

So how are today’s leading boards evolving their evaluation to enhance the effectiveness of boards and how are the companies communicating to stakeholders about their board evaluation process? The disclosure of the board evaluation practices and outcomes are equally as crucial. Last year’s Corporate Governance Monitor 2019 by the Securities Commission Malaysia highlighted that the explanations provided by companies on the adoption of the board evaluation practice lacked details, particularly in relation to the outcomes of the board effectiveness evaluation, discussion on key strengths and weaknesses, and measures that were taken to address them.

Join Wee as he shares his experience on what a meaningful board evaluation will look like and the importance for Company Secretaries to familiarise themselves with the various evaluation methodologies and approaches used in order to achieve a desired outcome. Learn how you can utilise the findings to add value to the board process and provide a practical roadmap for the company’s long term success.

Learning Outcomes

• Define what is an effective Board Evaluation
• Identify the benefits that you can gain from a meaningful Board Evaluation
• Learn about the best practices for evaluation disclosures

Speaker

WEE HOCK KEE
ICDM Faculty & Fellow

Wee Hock Kee (Wee) consults on matters relating to corporate governance, risk management and internal control for PLCs. He was the past President of IIA Malaysia and Asian Confederation of Institute of Internal Auditors, former board member of IIA Global, member of ACCA Malaysia’s Advisory and past Chairman of the Internal Audit Working Group of MIA. Wee has also worked in a number of multinational companies as Chief Audit Executive. The last position that Wee held was with AstraZeneca (UK) as the Regional Audit Director of Asia Pacific, Middle East and Africa. Among his other notable achievements, Wee had won the prestigious Malaysian Internal Auditor of the Year Award for 2001.

As a seasoned speaker, he has facilitated, spoken for and chaired numerous international, regional and national conferences organised by professional bodies throughout the span of his career in internal audit including the 2011 IIA International Conference in KL.

Apart from facilitating ICDM courses, he is also one of ICDM’s key facilitators for board and directors evaluations, bringing with him extensive experience in conducting board evaluations for major companies’ with market capitalisation ranging from RM500 million to RM30 billion, covering a wide range of industries including insurance, plantation, manufacturing and shipping. He was previously engaged by BURSA from 2013 to 2016 to conduct awareness and education for Governance, Risk and Compliance (GRC), Audit Committee (AC) and board members on risk management and internal control assurance framework and was involved in the NIEW women directors’ training programme from 2013 to 2014. He was a Research Fellow in HELP University ELM Faculty.

Wee has also sat on a number of public listed companies. In his capacity as a board member of these PLCs, he chaired the Audit and Risk Management Board Committee as well. Currently, he sits as a board member of MIMOS Berhad and the Chair for its Audit and Risk Committee.

“When your board considers only an internal assessment with no third pair of eyes, alarm bells should ring. Thinking about external board evaluation is not just about identifying options to an existing situation but about constantly imagining and innovating ideas to raise the board performance bar. By making this mindset part of your board leadership team’s culture, you automatically start to come up with a higher number and wider range of best practices.”

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