[CG] Keeping the Board Out of Trouble

PROGRAM OVERVIEW

Boards of directors have two key roles – a value creation or performance role to help the company perform well and achieve long-term success, and a conformance role to ensure that the company is transparent, accountable, and complies with ethical standards, rules and regulations. The Malaysian Code on Corporate Governance sets out the key responsibilities of the board relating to both roles.

To be effective, the board needs to focus on both value creation and ensure that there is good corporate governance, transparency and accountability. Value creation, good corporate governance, transparency and accountability are not mutually exclusive. For example, in making major acquisitions to help the company grow, directors must also ensure that there is proper due diligence, the interests of the company and all shareholders are protected, and disclosure and shareholder approval rules are complied with.

In this 1-day program, participants will discuss real-life case studies of companies covering topics relating primarily to the conformance role of the board. Participants should ideally have already completed a basic director training program. There will be minimal lecturing by the facilitator and the program will involve primarily discussion and debate among participants.

Participants will discuss cases and make decisions like an actual board of directors. The program is offered in-person only for participants to fully benefit from the discussions and interactions.

Cases will involve companies that are facing issues relating to corporate culture; compliance; disclosure of material information; integrity of financial and non-financial information; conflicts of interest and related-party transactions; whistleblowing; investigations; and other challenges. The cases will span a range of companies, including government-linked, family controlled and widely-held companies.

At the end of the program, participants will be better equipped to:

Ensure good corporate governance, and effective internal controls and risk management (including whistleblowing policies)
Ensure integrity of financial and non-financial information
Disclose material information in compliance with regulatory requirements
Mitigate risks of insider trading, including in the context of share buybacks
Oversee related-party transactions
Oversee ESG risks

Who should attend?

Directors of public listed companies who have completed a basic director training program and would like to be further equipped to carry out their roles and responsibilities more effectively.

Should the Covid situation worsen and infection rates rise, we may resort to conducting the programs online or via a hybrid mode. In the event that that happens, please rest assured that participants will be notified ahead of time.

For every 2 pax who register from the same organization, there will be a 40% discount for the second participant i.e. fee will be RM1,500.
For more information, please e-mail fide@asb.edu.my

FACULTY BIOGRAPHY

Professor Mak Yuen Teen teaches at the NUS Business School, National University of Singapore. Professor Mak has served on three of the four corporate governance committees set up by the Singapore authorities to develop and revise the code of corporate governance, including the first committee in 2000 and the most recent committee under the Monetary Authority of Singapore (MAS) which released the 2018 Singapore Code. He currently serves on the Corporate Governance Advisory Committee under MAS aimed at continually raising corporate governance standards for listed companies in Singapore, and is a member of the Remuneration Sub-Committee.

He has produced a guide for Nominating Committees with KPMG, and served on the advisory panel of the Singapore Institute of Directors which produced the Nominating Committee Guidebook. Between 2000 to 2005, he served on the Governing Council of the Singapore Institute of Directors.