Corporate Governance - REGULATION | Securities Commission Malaysia

Corporate Governance

The Securities Commission Malaysia (SC) is dedicated towards promoting the internalisation of a culture of good governance amongst capital market participants. Greater emphasis is being placed on self and market regulation to complement the existing comprehensive regulatory framework. We believe that a strong corporate governance culture must be premised on a dynamic synthesis of efforts between regulators and the market.

Corporate Governance Strategic Priorities 2021-2023

DOWNLOAD corporate governance strategic priorities 2021-2023

The Corporate Governance Strategic Priorities 2021 – 2023 (CG Strategic Priorities) is a critical component of the Capital Market Masterplan 3 (CMP3), anchored on six key development and regulatory priorities. The CG Strategic Priorities will focus on five thrusts and 11 strategic initiatives to among others, strengthen board capacity in addressing sustainability, scale up investor stewardship, enhance availability of corporate governance (CG) data through the use of digital tools, and further develop the collaboration with universities to deepen engagement with youth on corporate governance.

The CG Strategic Priorities focus on supporting listed companies in responding to the rise of the stakeholder economy that calls for businesses to create value for a wider spectrum of stakeholders, including the society, and to have conscious consideration for their impact on the environment and vice versa.

The CG Strategic Priorities implemented from 2021 to 2023 will focus on five thrusts and 11 strategic initiatives to among others, strengthen board capacity in addressing sustainability, scale up investor stewardship, enhance availability of corporate governance (CG) data through the use of digital tools, and further develop the collaboration with universities to deepen engagement with youth on corporate governance.

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Malaysian Code on Corporate Governance

DOWNLOAD MALAYSIAN CODE ON CORPORATE GOVERNANCE

The Malaysian Code on Corporate Governance (MCCG) introduced in 2000 has been a significant tool for corporate governance reform, and has influenced corporate governance practices of companies positively. The MCCG reflects globally accepted principles practices of corporate governance which are above and beyond the minimum required by statute, regulations or those prescribed by Bursa Malaysia. The MCCG was reviewed in 2007, 2012, 2017 and 2021 to ensure that it remains relevant and supports the inculcation of good corporate governance culture and practices.

The 2021 update of the MCCG introduces best practices and guidance to–

improve board policies and processes including those related to director selection, nomination and appointment;
strengthen board oversight and the integration of sustainability considerations in the strategy and operations of companies; and
encourage the adoption of the best practices, particularly those found to have relatively lower levels of adoption, as highlighted in the SC’s Corporate Governance Monitor report.

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Corporate Governance Monitor 2022

DOWNLOAD Corporate governance monitor 2022

The Corporate Governance Monitor 2022 (CG Monitor 2022) is the first edition of the CG Monitor issued since the Malaysian Code on Corporate Governance (MCCG) was updated in 2021 (MCCG 2021). The CG Monitor 2022 reports on the adoption of the best practices outlined in the 2017 and 2021 editions of the MCCG as well as the quality of corporate governance disclosures. The SC has adopted a new presentation format for the CG Monitor 2022 (compared to earlier editions of the report) to provide better focus on the main observations and key take-aways.

This year’s edition of the CG Monitor also features Thematic Reviews of the following:

The sustainability disclosures of 50 companies in sectors that are emissions, foreign labour and export intensive; and
The demography of senior management of the top 100 listed companies in relation to among others, gender diversity and tenure.

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Women Participation on Boards

1. Percentage of women on the boards of public listed companies on Bursa Malaysia (PLCs)

2. Participation of women on the board (WOB) - Breakdown

	All-male boards		Only 1 woman director		≥ 30% WOB		≥ 50% WOB
	All PLCs	TOP 100 PLCs	All PLCs	TOP 100 PLCs	All PLCs	TOP 100 PLCs	All PLCs	TOP 100 PLCs
Feb 2023	159	1*	356	20	260	56	34	4
Jan 2023	160	1	353	21	254	55	34	4
Dec 2022	171	1	347	21	241	51	29	2
Nov 2022	179	0	355	22	235	49	30	3
Oct 2022	188	0	354	23	224	50	28	3
Sept 2022	194	1	350	22	219	52	27	3
Aug 2022	198	1	348	22	220	52	27	3
Jul 2022	205	3	360	19	210	52	27	3
Jun 2022	203	3	373	19	196	49	24	3
May 2022	209	3	378	22	190	47	23	3
Apr 2022	212	3	379	22	180	46	23	3
Mar 2022	224	2	373	22	175	45	22	3

Note-
Under the Bursa Malaysia Listing Requirements, a listed issuer is required to have at least 1 woman director on its board. The requirement comes into effect on 1 September 2022 for PLCs with market capitalization of RM2 billion and above as at 31 December 2021 and for the remaining listed issuers on 1 June 2023. In the event of any vacancy on the board, which results in non-compliance with the requirement, a listed issuer is required to fill that vacancy within 3 months.

*The PLC’s only woman director resigned on 29 November 2022. The company’s market capitalization was above RM2 billion as at 31 December 2021 and therefore has 3 months from the date of non-compliance to comply with paragraph 15.02(1)(b) of the Main Market Listing Requirements.

[The list of Top 100 PLCs is refreshed on a monthly basis]

Guidance and FAQs on the Conduct of General Meetings for Listed Issuers

The Covid-19 pandemic and the ensuing enforcement of the Movement Control Order (MCO) have changed the ordinary course of life and business. For businesses, it has also affected engagements between the company and its shareholders, which includes the conduct of general meetings.

The Guidance and FAQs on the Conduct of General Meetings for Listed issuers (Guidance Note) is issued by the Securities Commission Malaysia (SC) to guide all companies listed on Bursa Malaysia Securities Bhd on the conduct of general meetings during a period when the MCO is in place or outside of an MCO period; but where safe distancing requirements remain (e.g. restriction on mass gatherings). This includes the conduct of fully virtual general meetings and hybrid general meetings.

Any query in relation to this Guidance Note can be directed to [email protected]

Guidance Note (pdf)
(Date Issued: 18 April 2020)
(Revised: 7 April 2022)

Survey on the conduct of fully virtual general meeting

Corporate Governance Council

In April 2020, the SC established the Corporate Governance Council (CG Council), which brings together key corporate governance stakeholders to provide strategic direction for the development of corporate governance policies and initiatives for the capital market and to co-ordinate its implementation.

The establishment of the CG Council is in line with the SC’s Corporate Governance Strategic Priorities (2017-2020) which seeks to enhance Malaysia’s position as a market with strong corporate governance framework and culture.

Members of the CG Council comprise –

Dato’ Seri Dr. Awang Adek Haji Hussin, Chairman, Securities Commission Malaysia (SC)
Puan Salmah Bee Mohd Mydin, Executive Director, Securities Commission Malaysia (SC)
YBhg. Datuk Muhammad Umar Swift, Chief Executive Officer, Bursa Malaysia Berhad (Bursa)
YBhg. Tan Sri Zarinah Anwar, Chairman, Institute of Corporate Directors Malaysia (ICDM)
Puan Rohaya Mohammad Yusof, Chairperson, Institutional Investors Council Malaysia (IIC)
Mr. Devanesan Evanson, Chief Executive Officer, Minority Shareholders Watch Group (MSWG)
Ms. Sujatha Sekhar Naik, Chairman, Malaysian Institute of Corporate Governance (MICG)

Annual General Meeting Corporate Governance Checklist for Shareholders

download the Annual General Meeting Corporate Governance Checklist for Shareholders

The Annual General Meeting Corporate Governance Checklist (Checklist) highlights questions for shareholders to consider in preparation for an Annual General Meeting (AGM). Shareholders play an important role in driving responsible corporate behaviour and the AGM is one of the platforms where they can raise material issues for discussion or seek explanation from the board and management.

The Checklist covers primarily issues related to resolutions commonly tabled at AGMs such as the appointment or reappointment of directors, approval of directors’ fees and the appointment of auditor. General meetings are important platforms for directors and senior management to engage shareholders to facilitate greater understanding of the company’s business, governance and performance. Thus, the Intended Outcome of Practice 12 of the Malaysian Code on Corporate Governance is that shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at General Meetings.

While the Checklist was developed for shareholders, other stakeholders such as consumers and potential investors are encouraged to use the Checklist to understand and evaluate the performance, policies and practices of companies.

Malaysian Code for Institutional Investors

The Malaysian Code for Institutional Investors aims to set out broad principles of effective stewardship by institutional investors such as their disclosures of stewardship policies, monitoring of and engagement with investee companies and managing conflict of interests.

The Malaysian Code for Institutional Investors can be downloaded from the Institutional Investors Council’s website.

ASEAN Corporate Governance Scorecard: Country Report & Assessment

The ASEAN Corporate Governance Scorecard was introduced in 2011. The scorecard is a corporate governance initiative of the Association of Southeast Asian Nations (ASEAN), under the ASEAN Capital Markets Forum (ACMF) Implementation Plan for the development of an integrated capital market, to complement other ACMF initiatives and promote ASEAN as an asset class. This initiative is led by Securities Commission Malaysia and supported by the Asian Development Bank (ADB) through its regional technical assistance for ASEAN capital market integration. The scorecard hopes to raise corporate governance standards of publicly listed companies (PLCs) in ASEAN countries and increase their visibility to investors.

The country report highlights the areas of strengths and areas for further improvement of each participating country which provided regulators, PLCs, Institute of Directors, and other stakeholders useful data points to guide corporate governance reforms, strategies, and measures in their respective country.

The Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance were used as the main benchmark for the Scorecard. These cover Rights of Shareholders, Equitable treatment of Shareholders, Role of Stakeholders, Disclosure and Transparency and Responsibilities of the Board.

The ASEAN Corporate Governance Scorecard Country Reports and Assessments can be downloaded from the ACMF’s website.