Corporate Governance in Malaysia

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

According to UK Law, the directors should act in good faith in the interest of the company, and exercise care and skill in carrying out their duties. The Company Law Reform Bill (2005) defines, in section 154-161, the directors’ duties as follows:

Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.

Equitable principles for directors were developed from fiduciary duties applied to trustees through common law. A director has a fiduciary duty to ensure that no conflict of interest exists between him and the company. This common law principle “the no conflict rule” was established in Keech v Sandford.7 Upholding this, Lord Cranworth LC held in Aberdeen Railway Co v Blaikie Bros,8 “And it is a rule….no one....shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound to protect.” This principle was encompassed in the Companies Act 2006:

Section 181(1)(a) provides that directors have fiduciary duty to act in good faith and in the best interests of the corporation and for a proper purpose . The good faith aspect of both the fiduciary and statutory duties requires directors to genuinely believe that they are acting in the best interests of the company. According to Darvall v North Sydney Bricks & Tile Co Ltd (1989) , directors should have

A director has a duty of care and diligence in to the company. The Corporations Act of Australia (2001) states that:

Directors including de facto directors and shadow directors are the only persons who have the duty to prevent insolvent trading. (textbook219) According to Section 588G, the director of the company that incurs a debt and is insolvent or becomes insolvent by the debt should have reasonable grounds for suspecting that the company is insolvent or becomes insolvent.( 588G)

This paper will analyze Dr Dawes, Mr Foster, Mr Huckenfusser and Mrs Duck duties in GML are designed to promote good governance and ensure that directors act in the interests of the company including putting the company’s interests ahead of their own. This paper will deal with directors’ duties, obligations, and responsibilities in relation to common law and statutory obligations.

Corporate governance refers to ‘the ways suppliers of finance to corporations assure themselves of getting return on their investment’ (Shleifer and Vishny, 1997: 736). Corporate governance discusses the set of systems, principles and processes by which a

For the purpose of this report, corporate governance is defined as the relationship that exists between company management, stakeholders and the board. Objectives of the company are usually set, attained and monitored through the structure corporate governance provides. (Balgobin 2008).The Guyana Corporate Code of Governance is similar to the UK codes of corporate governance and the Organisation for Economic Co-operation and Development (OECD 2004).These principles serve as a reference point that can be used by companies to develop their own frameworks for corporate governance that reflect their own circumstances or situations.

One of many duties of a director is set under s131 of the Company Act 1993. This section of the act let know that directors must act in good faith and in what the director believes is the best interest of the company. Traditionally, the word company foretold under this section have been regarded to devote solely to the company’s shareholders. However, this notion is seen as immoral. This is because according to the notion of corporate social responsibility, business must behave ethically, represents a broader recognition of stakeholders and must take into account economic, social and environmental inputs in the way it operates. Hence, people against the notion of shareholder primacy suggest that the director should also take into account the interest of a wide range of shareholders (e.g. customers, employees, the society as a whole) in order to be deemed as moral. This conflicting opinion raised the question, “To whom are the directors responsible?” This paper will explore a number of corporate governance practices (i.e. agency theory and stakeholder theory) that are related to this issue. It begins with the explanation of each theory and the discussion of ethical and societal concerns they put forward, followed by the advantage of shareholders and the disadvantage of other stakeholders regarding remedies of director’s breach of duty from a legal viewpoint and ends with a recommendation that would best reflect a good governance practice that is consistent with the corporate

One of the duties that company directors need to comply with is fiduciary duties. This is so as company directors are said to be in a fiduciary relationship with the company. When directors are in a fiduciary relationship with the company, they are prohibited from doing any acts deemed prejudicial to the company. In other words, by applying the judgment in Hospital Products Ltd v United States Surgical Corpn, directors cannot and should not use his position to receive personal gains.

Corporations should set up an effective audit committee to oversight the company operation. If company lack of an effective governance mechanism will lead to manager’s corruption. There is a conflict interests and a lack of surveillance of management by the audit committee contributed to the Enron collapse in 2001(Li,2010,p37). ASX gives some recommendations about how to make up an effective audit committee. An effective audit committee should be constituted all of non-executive directors ,a majority of them are independent directors, and there are at least there members. These ways can effectively improve the quality of financial report, establish an honest atmosphere, and improve the confidence of public to financial report’s truth and objectivity. An effective audit committee also should have a formal charter to more competently perform the audit committee’s duties(ASX,2010,pp26-28). These recommendations make corporate governance under oversight to take a more ethical operation.

Corporate governance mechanisms are developed to ensure that the managers of the firm act in the best interests of shareholders/owners. Since the global financial crisis, there has been much attention placed on the importance of corporate governance, specifically on the banking sector. Good corporate governance is a significant factor in the publics’ perception of its corporate social responsibility (Young & Thyil, 2014). The duties and responsibilities of a company’s board of directors and the way they can manage their relationships with stakeholder groups and internal stakeholders can be described as a corporate governance (Pass, 2004). In the recent article “Good Corporate Governance is Good for Bank’s Bottom Line” published by The Conversation (Academic Rigour, Journalistic Flair) will be discussing the issues raised in relation to corporate governance with a brief summary of the articles.

Corporate Governance refers to the way a corporation is governed. It is the technique by which companies are directed and managed. It means carrying the business as per the stakeholders’ desires. It is actually conducted by the board of Directors and the concerned committees for the company’s stakeholder’s benefit. It is all about balancing individual and societal goals, as well as, economic and social goals. Corporate Governance is the interaction between various participants (shareholders, board of directors, and company’s management) in shaping corporation’s performance and the way it is proceeding towards. The relationship between the owners and the managers in an organization must be healthy and there should be no conflict between the