Introduction to Corporate Directorship

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 2021, with focus on its 3 principles and 36 Practices as well as the rationale and how they impact listed issuers.

Learning Outcome

• Summarize the concept of corporate governance and the importance of corporate governance in guiding the behaviour of corporate directors
• Illustrate the fiduciary duties and liabilities of being a corporate director as well as responsibilities in ensuring good corporate governance as per Companies Act 2016 and Malaysian Code on Corporate Governance (MCCG) 2021
• Assess the legal liabilities put on directors for failure to fulfil one’s responsibilities as corporate directors

Target Audience

The programme is targeted from aspiring to mid-level directors

Virtual Classroom Format
	Facilitated Learning

Day 1-2 | 14-15 November 2022 (Facilitator: Cheryl Khor)

Module 1: What is Corporate Governance (CG) and Why Does It Matter? (1^st 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 2021 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 2021 (MCCG 2021)
• Definition of CG
• No one size fits all
• Why it matters
• CG failures

Module 2: Being an Effective Director (1^st 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 (2^nd 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

Day 3 | 16 November 2022 (Facilitator: Raveen Singh)

Module 4: Companies Act 2016 (3^rd 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 (3^rd 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.