Thursday 28 Mar 2024
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KUALA LUMPUR (July 30): The Securities Commission Malaysia (SC) has issued new Guidelines on Conduct of Directors of Listed Issuers and Their Subsidiaries to strengthen board governance and oversight in listed issuers and their subsidiaries.

In a statement today, the SC said the issuance of these guidelines is in line with its Corporate Governance Strategic Priorities (2017-2020) which seeks to, among others, promote the proper discharge of directors’ fiduciary duties among corporate Malaysia.

The guidelines set out guidance on duties and responsibilities of boards in company group structures and requirements for the establishment of a group-wide framework to enable, among others, oversight of group performance and the implementation of corporate governance policies.

SC chairman Datuk Syed Zaid Albar said the new guidelines take into account the evolving Malaysian corporate governance landscape, lessons learnt from the SC’s regulatory work in enforcing corporate governance breaches and the need to ensure that Malaysia’s framework remains relevant and effective.

“In discharging his fiduciary duties, a director owes the company duties of disclosure, honesty, candour and the duty to favour the company’s interest over his own,” he added.

The SC said the introduction of these guidelines is one of the measures approved by the Special Cabinet Committee on Anti-Corruption (JKKMAR) in 2019.

It also said the guidelines will come into effect on July 30, 2020, with the exception of Chapter 5 on Group Governance which will come into effect on Jan 1, 2021.

The guidelines also include a chapter on the conduct requirements for directors and one on maintaining proper records and accounts.

The guidelines are available on the SC website: https://www.sc.com.my/regulation/guidelines/conduct-of-directors.

Last week, the SC announced it was introducing an enhanced initial public offering (IPO) framework which will take effect on Jan 1, 2021, to promote greater shared responsibility among key stakeholders involved in the submission of an IPO for listing on the Main Market of Bursa Malaysia.

The capital markets regulator also said it is looking into reforming the regulatory framework for Bursa’s ACE Market.

It said discussions are currently being held on the potential migration of the entire ACE market framework, including registration of a prospectus, to Bursa Malaysia in the first half of 2021.

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