Programme Overview
For today’s boards, conflicts of interest are rarely simple or obvious. They emerge in the grey zones such as group structures, cross-directorships, nominee appointments, related party dealings, political exposure, succession decisions, and the subtle pressures that come with long-standing relationships. Handled well, boards preserve trust and legitimacy. Handled poorly, they face regulatory action, damaged reputations, and fractured stakeholder confidence.
This half day program is designed for sitting Directors and Senior Directors who already understand basic fiduciary duties but want to sharpen how they recognise, govern and lead through conflicts of interest in real board settings. The focus is not on textbook definitions, but on the judgement calls that directors must make when loyalties, information and interests collide.
Using Malaysian laws and regulations as the baseline (Companies Act 2016, Bursa Listing Requirements, MACC Act) and drawing from regional and international cases, the programme explores advanced conflict scenarios: nominee and representative roles, inside information and information sharing, RPTs and connected parties, procurement and third parties, board–management overlaps, and culture issues that normalise “small” conflicts. Directors will work through board-level case labs, peer discussions and reflection exercises to test their thinking and refine their responses.
By the end of the day, participants will leave with a clearer mental map of high-risk conflict zones for boards today, stronger practical tools for managing them (individually and collectively), and concrete ideas to strengthen their board’s policies, practices and culture around integrity.
Who Should Attend
Sitting Directors and Senior Directors of PLCs, GLCs, financial institutions, private and family-owned companies
Independent and Non-Executive Directors who wish to deepen their oversight of governance, risk and ESG
Board Committee Members (Audit, Risk, NRC, Sustainability/ESG, Governance) seeking more integrated perspectives
Nominee Directors representing government-linked investment companies (GLICs), institutional investors or strategic shareholders
Executive Directors and C-suite leaders who already serve on boards or are transitioning into multi-board portfolios
Learning Outcome
By the end of this programme, participants will be able to:
Develop a personal integrity playbook as a director, including how to respond when loyalties to nominators, controlling shareholders or management clash with the best interests of the company.
Diagnose complex conflicts of interest at board level, including those arising from group structures, cross-directorships, nominee roles, and connected parties.
Apply Malaysian legal and regulatory expectations on conflicts of interest (Companies Act, Bursa LR, MACC Act) to real-life boardroom dilemmas, beyond basic disclosure.
Differentiate between acceptable influence and improper interference, and decide when disclosure, abstention, recusal, independent advice – or walking away – is required.
Strengthen board-level frameworks and practices (policies, board charters, committee mandates, RPT processes, documentation) to better prevent and manage conflicts.
Shape board culture and dynamics so that conflicts can be surfaced, discussed and resolved without fear or defensiveness.
