Programme Overview

HRD Corp Claimable Course

Sustainability has become a central focus in the corporate world, and corporate boards are now tasked with identifying and addressing related risks as part of their fiduciary duty to safeguard the long-term value of their organizations.

The enhanced edition of the Introduction to Corporate Directorship flagship program emphasizes the board’s pivotal role in managing ESG risks and opportunities. This includes integrating these considerations into organizational strategy, decision-making, and risk management processes. On the governance front, directors must comprehend the core principles of good corporate governance, the fiduciary duties and liabilities stipulated under the Companies Act (CA) 2016, and the critical factors for effectiveness in today’s dynamic business landscape.

Whether newly appointed or seasoned directors, understanding the essential functions of a board—including its structure, accountabilities, and oversight responsibilities—is crucial. These responsibilities encompass areas such as corporate strategy, finance, risk management, and stakeholder engagement. Participants will also gain insights into navigating boardroom dynamics, including meeting processes and effective contributions.

From a regulatory perspective, boards must address critical issues such as anti-corruption measures and adequate procedures under Section 17A of the Malaysian Anti-Corruption Commission Act 2009, which holds organizations accountable for corruption offences by employees or associates. Additionally, directors will explore governance best practices outlined in the Malaysian Code on Corporate Governance (MCCG 2021).

By reinforcing these foundational elements, the program ensures directors maximize their effectiveness in the boardroom while staying informed about the latest laws and regulations relevant to their roles and responsibilities.

Learning Outcomes

  • Define the board’s roles and responsibilities as well as characteristics of successful board leaders.
  • Discuss the principles and elements of good Corporate Governance (CG) in ensuring the integrity and efficiency of the organisation based on the Malaysian Code on Corporate Governance (MCCG 2021).
  • Understand the imperative role of the Board and its contribution to the organisation’s growth and performance, and develop capability to influence and manage board relations.
  • Recognise the responsibility in driving the ESG agenda – support the board in responding to conflicting demands and societal challenges to the organisation.

Who is this Programme For?

  • Aspiring Directors
  • Newly Appointed Directors
  • Directors with less than 3 years tenure
  • Senior Management Team
ICDM Penta Training Room
23 Jun 2025 - 24 Jun 2025
23/6/25 , 09:00am – 05:00pm
24/6/25 , 09:00 am – 01:00pm
Norhisham Abd Bahrin
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Programme Agenda: Monday, 23 June 2025 | DAY 1

TimeActivity
08:00AMRegistration
09:00AM – 10:45AM

Module 1: Mastering the Essentials of Corporate Directorship  

  • Introduction & Context Setting  
  • The Fundamentals of Directorship under Companies Act 2016:  
    • Duty of Care, Good Faith & Loyalty  
    • Oversight Duties – Audit, Internal Controls & Financial Reporting  
    • Decision-Making and Conflict of Interest  
    • The concept of Nominee & Alternate Directors  
    • Application of the Business Judgement Rule  
  • Delegation & Authority  
  • Case Studies: Serba Dinamik Bhd  
  • Questions to Ask as a Director 
10:45AMNetworking Break
11:00AM – 1:00PM

Module 2: Corporate Governance in Practice: What Directors Need to Know and Do  

  • Why Governance Matters: The Business Case of Good Governance  
  • Corporate Governance Regulatory Framework in Malaysia  
  • Malaysian Code on Corporate Governance 2021 (MCCG)  
    • MCCG Principle A: Board Leadership and Effectiveness  
    • MCCG Principle B: Effective Audit and Risk Management  
    • MCCG Principle C: Integrity in Corporate Reporting & Meaningful Relationships with Stakeholders  
  • Diversity and Inclusion: Promoting diversity and inclusion on the board and in the management team.  
  • Technology Governance: Addressing the challenges and opportunities of technology in the context of corporate governance.  
  • Cybersecurity: Implementing robust cybersecurity measures to protect the company's data and systems.  
  • Case studies: 1MDB, Voxwagen, Boeing  

 

1:00PMLunch
02:15PM - 3:30PM

Module 3: Principles of Corporate Governance in Action  

  • Pillars of corporate governance  
    • - Transparency,  
    • - Accountability,  
    • - Fairness,  
    • - Responsibility,  
    • - Risk Management,  
    • - Stakeholder Engagement,  
    • - Ethics & Sustainability  
  • Local & Global Case Studies of Governance Failures & Lessons Learnt 
03:30PMNetworking Break
03:45PM – 5:00 PM

Module 4: Combating Corruption and Embracing Ethics: Governance Essentials for Today's Board

  1. Corruption Prevention as a Strategic Necessity for Board  
  2. Understanding Bribery & Corruption from the perspective of the MACC Act  
  3. The Concept of Corporate Liability and Why it Matters for Board  
  4. Ethics & Role of Ethics in Leadership & Governance  
  5. Concept & Application of Ethical Stewardship  
  • In Context: Breakout Session on the Role of Ethics & Ethical Stewardship
05.00PMEnd of Day 1

Programme Agenda: Tuesday, 24 June 2025 | DAY 2

TimeActivity
09:00AM – 10:45AM

Module 5: Sustainability & ESG: The Board’s Pivotal Role in Shaping a Responsible Future  

  1. Business Case for ESG and Sustainability  
    • The impact of ESG performance on financial resilience and long-term shareholder value.  
    • Enhancing reputation and access to capital through robust ESG practices.  
    • Driving innovation and competitive advantage by integrating sustainable practices into business models.  
  2. ESG Risks and Opportunities  
    • Identifying emerging ESG risks such as regulatory shifts, supply chain vulnerabilities, and reputational damage.  
    • Leveraging ESG data for informed risk management and strategic decisions.  
  3. Role of the Board in ESG Strategy  
    • Setting the tone at the top and embedding ESG priorities into corporate vision and mission.  
    • Monitoring ESG-related metrics, KPIs, and alignment with stakeholder expectations.  
  4. Stakeholder Engagement and ESG Communication  
    • Building trust with investors, customers, and communities through effective ESG messaging.  
    • Navigating stakeholder demands while aligning ESG initiatives with corporate objectives.  
    • The board’s role in mediating conflicts between short-term financial pressures and long-term ESG goals.  
  5. Breakout Session  
10:45AMNetworking Break
11:00AM – 1:00PM

Module 6: Role of the Board in Climate Change  

  1. Climate Risk Oversight and Integration into Governance  
    • Understanding climate-related risks (physical, transition, reputational).  
    • Embedding climate considerations into board agendas and decision-making processes.  
  2. Strategic Alignment with Sustainability and Climate Frameworks  
    • Aligning board actions with ISSB S1 & S2, TCFD, and Malaysia’s upcoming Climate Change Bill 2025.  
    • Monitoring progress toward organizational climate goals and targets.  
  3. Board Responsibilities in Addressing Climate Change  
    • Balancing fiduciary duties with the broader responsibility for climate stewardship.  
    • Overseeing climate-related disclosures, stakeholder engagement, and compliance.  
  4. Building Climate Competency within the Board  
    • Providing board training on climate governance and emerging regulatory expectations.  
    • Ensuring diversity of expertise, including directors with sustainability and climate-related knowledge.  
  5. Breakout Session  
01.00PMEnd of Programme

Speaker

NORHISHAM ABD BAHRIN Corporate and Mergers & Acquisitions Partner Azmi & Associates
NORHISHAM ABD BAHRIN
Corporate and Mergers & Acquisitions Partner Azmi & Associates