Programme Outline
Fiduciary duties are the cornerstone of corporate directorship, defining the trust and accountability that boards must uphold in service of their companies and stakeholders. In Malaysia, these responsibilities are codified under the Companies Act 2016. Section 213 requires directors to act in good faith, for proper purposes, and always in the best interests of the company, while Section 214 introduces the business judgment rule as a safeguard for directors who act honestly, diligently, and with due care. Complementing these statutory provisions, the Malaysian Code on Corporate Governance (MCCG 2021) reinforces the expectation that directors must exercise independence, integrity, and professionalism at all times. Together, these frameworks form the foundation upon which the legitimacy of boards is built.
Yet, fiduciary duty is not merely about compliance with statutes and codes. It is about navigating the complex and often competing demands placed on boards today. Directors face conflicts of interest, ethical dilemmas, shareholder activism, regulatory oversight, and rising public expectations. Breaches of fiduciary duty can result in severe consequences, from civil liability and disgorgement of profits to criminal penalties, including fines up to RM3 million or imprisonment. At its heart, fiduciary responsibility demands judgment, courage, and foresight, qualities that cannot be learned through rules alone.
This program reimagines the conversation on fiduciary duties by moving beyond lectures and theory into an exclusive fireside dialogue. Through the voices of experienced board leaders, participants will hear how fiduciary duties are interpreted and applied under pressure, when the stakes are highest. Real-life governance dilemmas: anonymised but grounded in Malaysian and regional board contexts, will be unpacked to highlight where directors succeed, where they falter, and what lessons can be drawn for today’s evolving governance landscape.
The fireside format ensures a candid and reflective exchange of ideas. Unlike a training course, this is a peer-to-peer dialogue under Chatham House Rules, where board leaders share not only their successes but also the challenges, tensions, and missteps that shaped their leadership. Interactive polling and scenario-based “hot seat” segments will allow participants to weigh in on dilemmas before hearing how seasoned directors would respond, creating a dynamic and participatory learning environment.
To anchor the discussion, participants will be introduced to The Fiduciary Compass; a practical decision-making tool designed to help directors test their choices against core fiduciary principles. The Compass distils fiduciary responsibility into three guiding questions:
- Trust – “Does this decision uphold my duty to act in good faith, for the proper purpose, and
in the best interest of the company?” - Power – “Am I exercising my powers responsibly, free from conflicts of interest, undue
influence, or personal gain?” - Accountability – “If this decision were scrutinised tomorrow by regulators, courts, or the
public, would I be confident it reflects reasonable care, skill, and diligence?
By weaving together statutory obligations, governance codes, and lived boardroom experiences, this program will provide participants with both intellectual clarity and practical tools to navigate fiduciary duties in today’s complex corporate environment.
Learning Outcomes
- Interpret fiduciary duties in the Malaysian context, drawing on both statutory provisions and lived boardroom experiences.
- Analyse real governance dilemmas and evaluate how fiduciary responsibilities guide directors in moments of uncertainty, conflict, or crisis.
- Apply the business judgment rule effectively, ensuring decisions are defensible and made in the best interest of the company.
- Recognise forward-looking fiduciary challenges, including ESG accountability, digital disruption, and ethical expectations from stakeholders.
- Adopt the Fiduciary Compass as a practical decision-making tool to strengthen trust,accountability, and stewardship in board deliberations.
