1. MALAYSIAN CODE ON CORPORATE
GOVERNANCE (MCCG)
BY: NABAZ SHWANY(NABAZ
NAWZAD)
UNIVERSITI UTARA
MALAYSIA
2. MALAYSIAN CODE ON CORPORATE GOVERNANCE
REASONS FOR MCCG UPDATES
MCCG 2012 PRINCIPLES
CONCLUSION
3. Malaysia listed as number one in Asia for having so many rules and
implications for corporate governance practice
MCCG was introduced on March 2000 based on British experience
to avoid corporate malefaction
MCCG brought systematical change in the structure of public and
Private Corporation.
MCCG revised several times in 2007, 2011 and 2012
The MCCG targeted those companies that are listed on Bursa
Malaysia
companies are requiring preparing their annual report and proving
that they conducted the principles and recommendations
4. Shifts are inevitable and necessary requirement to deal
with market dynamic and effectively manage corporate
governance as part of global sustainable development
To improve the role and the responsibility of directors,
Fostering their commitment,
Promoting board structure effectiveness,
Internal and external auditing
5. Establishing Clear Role and Responsibilities
The 2012 Codes sets out eight principles and each principle followed by
several recommendations.
The board should establish clear functions reserved for the board and
those delegated to management
The board should discharging its fiduciary and leadership functions
The board should ensure business plan well managed and performed
properly
formalize ethical standards
Auditing the company sustainability and development
the board should have a formula to give a chance to its members for
accessing information & advices through consultation
Assigning qualified secretary
6. Strengthen Composition
Establishing independent nominating committee to compromise
with non-executive directors to oversee the selection and
assessment of the directors based on the company needs,
training for the success of the directors and assessing directors at
the end of every year
The head of the committee must be senior independent director
and gender diversity should be considered
Committee selection is based on competency, commitment,
performance and contribution with board members
The board should establish formal and transparent
remuneration policies and procedures to attract and retain directors
7. Reinforce Independence
Ensure effectiveness of independent directors
The independent board should concentrate on the director economic
background and daily relationships and predict whether the
independent director could really keep his neutrality or not
The period of the serving directors which should not exceed of nine
years, if not should be known as non-independent director
The position of chairman and the chief executive officer separated and
must be run by two different individuals
The chairman responsibility is to lead the board and oversight the
management
CEO focuses on business and the companies’ day to day management
8. Foster Commitment
Highly committed individual is the one who:
i. “(1) Strong belief in and acceptance of the organization’s goals and
values;
ii. (2) Willingness to exert considerable effort on behalf of the
organization; and
iii. (3) Strong desire to maintain membership in the organization”
(Samad 2011).
Director must spend sufficient time in carrying out the duties
and update any changes and knowledge to enhance their skills
directors and management must have access to appropriate
educational programs to challenge any difficulties in complex
business environment
9. Uphold Integrity in Financial Reporting
Committee must ensure to provide reliable financial
information in accordance to standards of financial
reporting.
Auditing committee should have a policy to oblige
external auditors to confirm their independent in
auditing process and abide by all the relevant rules and
requirements.
10. Recognize and Manager Risks
Internal auditing to manage and control risks
Maintain control and surveillance over shareholders’
investment and companies assets
The chief of the internal audit must be well educated
and have experience in risk management and control
process.
11. Ensure Timely and High Quality Disclosure
Companies are required to have high quality of
corporate disclosure policies and procedures
Stake holder rights and utilizing information
technology to foster good governance and better
relationship and transparency between companies and
stakeholders.
12. Strengthen Relationship between Company and
Shareholders
Encourage shareholders to attend in general meetings.
The board must provide a clear guideline to the
shareholders on how they could exercise their rights.
Fostering the Use of Technology
Voting right
The board is encouraged to make announcement regarding
election with details
Participate in achieving companies’ goals, undermine risks
and facilitate management process;
13. MCCG was strong move to encourage more investment
and better business.
The companies controlling and the auditing system
was developed.
Through the eight principles of MCCG we can expect
more efficiency, accountability, attainability,
transparency and accuracy in the future of Malaysian
corporate governance