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IMPLEMENTATION REPORTING

	Finance Committee Report on Corporate Governance
	Capital Market Masterplan
	Further Information

Recommendations of the Finance Committee Report on Corporate Governance

As at 31 December 2004, 42.5% of the recommendations in the Finance Committee Report on Corporate Governance have been completed. This has been achieved through regulatory reforms (e.g., the revamp of Listing Requirements of the Bursa Malaysia and amendments to securities laws), institutional reforms (e.g., the establishment of MSWG and the institution of ongoing training and education initiatives) as well as the introduction of relevant industry best practices.


Key
Completed:	The recommendation has been implemented
Partially completed:	Key components of the recommendation have been implemented
In progress:	The recommendation is in the process of implementation

Click on the titles below to see the status of the Finance Committee Report's implementation as at 31 December 2004–

1-3.	Malaysian Code on Corporate Governance
4.	Duties, Rights and Liabilities of Directors, Company Officers and Controlling Shareholders
5.	Clarification of other functions of the Board
6.	Should the specific duties of executive and non-executive directors within the board structure be clarified?
7.	Is there a need to clarify the duty to act honestly?
8.	Is there a need for statutory clarification of the term “best interests of a company”?
9.	Clarification of the position of nominee directors
10.	Should the fiduciary duty to avoid conflicts of interest be codified?
11.	Elements of the statutory fiduciary duty to avoid conflicts of interest
12.	Should the fiduciary duty to act for a proper purpose be codified?
13.	Should section 132(1) CA spread its net wider and codify the requirement of skill and care?
14.	Should there be a clarification of the standard of care, skill and diligence required of executive and non-executive directors?
15.	Should fiduciary duties imposed on directors be extended to embrace controlling shareholders or shareholders with significant influence over the control of the company.
16.	Abuses by controlling shareholders in respect of their right to vote
17.	Should the duty under section 132 CA be extended to officers?
18.	Clarification of the role of company secretaries
19.	To what extent can directors rely on others in carrying out their duties?
20.	Should a statutory business judgement rule be introduced?
21.	How existing continuing disclosure requirements and sanctions for noncompliance with disclosure requirements may be enhanced
22.	Director's statement on internal controls
23.	Directors' going concern statement
24.	Statement of directors' responsibilities
25.	Whether the accounting standards are sufficient for the disclosure purposes and whether harmonisation of standards with international standards is necessary
26.	Who should be responsible for ensuring that continuing disclosure obligationsof the listed company are complied with?
27.	Whether a director should be forbidden to vote with regard to arrangements or transactions in which he is interested, or in relation to which he holds any propertyor other office which would be in conflict with his duties as a director?
28.	Should section 132C be amended?
29.	Whether the disclosures of directors interests under sections 131 and 134 of the CA should be extended to interests held by their spouses and children
30.	Should sections 133 and 133A of the CA be amended?
31.	Whether subsection 132G of the CA should be amended?
32.	Should section 132E of the CA be amended?
33.	Are the penalties for breach of the related party provisions under the CA sufficient?
34.	Disclosure of Substantial Shareholding
35.	Regime for voluntary suspension of trading of securities of public listed companies
36.	Section 67A of the CA – Share buybacks
37.	Content of the Notice of AGM
38.	Election and re-election of directors
39.	Should the notice period in respect of AGMs be extended?
40.	Proxy solicitations
41.	Attendance at AGMs
42.	Shareholder communications – asking questions
43.	Voting by mail
44.	Summary of meetings
45.	Is there a need for a statutory derivative action to be introduced?
46.	Should we consider making representative or class actions more facilitative?
47.	Should there be a statutory provision to allow shareholders to apply to Court for an injunction against breaches of the law?
48.	Should there be a statutory provision that gives shareholders the right to inspect documents?
49.	Does the current judicial system adequately deal with corporate litigation?
50.	A Minority Shareholder Watchdog Group?
51.	Appointment, removal, resignations and re-elections of non-executive directors
52.	Remuneration of non-executive directors
53.	Definition of independence
54.	Size of non-executive director participation on the board
55.	Cumulative voting for directors
56.	Access to information by non-executives
57.	Access to professional advice
58.	Membership of the audit committee
59.	Terms of reference of the audit committee and actions open to audit committees
60.	Enhancement of the independence of company secretaries
61.	Extension of the basic statutory duty of auditors
62.	Auditor objectivity and independence
63.	Duty to report breaches of law or reasonable suspicions of breaches to the regulatory authority
64.	Removal of auditors
65.	Resignations of auditors
66.	Autonomy to enforce laws
67.	Rationalisation of the regulatory framework
68.	The need for the right skills in enforcement efforts
69.	Exercise of exemptive powers by regulators
70.	Accountability and transparency of regulators
71.	Range of enforcement powers of the regulator
72.	Range of enforcement powers of Exchanges
73.	Incentives for compliance

Capital Market Masterplan

Further Information

Extent of Adoption of Corporate Governance Best Practices by Malaysian Listed Companies

Various surveys have been conducted by industry for the purpose of reviewing and assessing the quality of corporate governance practices amongst Malaysian Listed Companies. A recent reference is the Bursa Malaysia-PricewaterhouseCoopers Corporate Governance Survey 2002, which assesses the extent of implementation of corporate governance best practices amongst listed companies. The survey follows up on a similar initiative in 1998 which provided valuable guidance towards the development of the Malaysian Code on Corporate Governance. Further information on the survey can be found in a joint Bursa Malaysia-PricewaterhouseCoopers press release on the matter.