MACS MALAYSIAN COMPANY SECRETARIES CONFERENCE 2016
   
 
Plenary 1 : The Companies Bill 2015 & Interest Scheme Bill 2015 >>
Plenary 2 : The Role of the Company Secretary as the Chief Governance Officer – The India Experience >>
Labuan IBFC – The Solution for Growing Asian Businesses in the Changing Global Tax Landscape >>
Plenary 3 : Updates from Bursa Malaysia – Amendments to the Listing Requirements Relating to Disclosure, Corporate Governance and Other Consequential Changes >>
View Conference Video >>
  (click on the above link to view more)
   
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Plenary 3 : Updates from Bursa Malaysia – Amendments to the Listing Requirements Relating to Disclosure, Corporate Governance and Other Consequential Changes
  (Questions & Answers)
   
 
1.
Q :
Is the Board restricted to delegate the task of announcing Quarterly Results to Audit Committee?
 
A :
Paragraph 15.12(1)(g) provides that a listed issuer must ensure an AC, amongst others, review and report the same to the board of directors before the approval by the board of directors, the QR, focusing particularly on –

(i) changes in or implementation of major accounting policy changes;
(ii) significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed; and
(iii) compliance with accounting standards and other legal requirements.

Based on the above, the authority to approve the QR will still lie with the board of directors.

     
2.
Q :
For particulars of sanctions and penalty, do the offences made outside Malaysia also need to disclose?
 
A :
The disclosure of particulars of sanctions and penalty must be based on the principle of materiality, i.e. something that is serious enough to affect the character, integrity and competence of the director/ chief executive/ key senior management.

In this regard, any sanction or penalty that is public and/or material, regardless of within or outside Malaysia must be disclosed in the AR.

     
3.
Q :
With regard to requirement for disclosure of profile Key Senior Management in Annual Report, is the disclosure sufficient if already disclosed the Executive Directors who are primarily responsible for business operations of the listed issuer’s core business and principal subsidiaries?
 
A :
"Key senior management” refers to a person, who in the opinion of the listed issuer, is the key senior management of the group, and must include a person who is primarily responsible for the business operations of the listed issuer’s core business and principal subsidiaries.

It is up to the PLC’s to determine who would fall within the stipulated definition of key senior management of the group but as a minimum, the PLC must disclose the persons who are primarily responsible for the business operations of the PLC’s core business and principal subsidiaries.

     
4.
Q :
Summary of Key matters discussed at AGM is now required to be disclosed on company’s website. What about questions/discussions not related to agenda e.g. operational or management issues?
 
A :
FAQ 9.30A clarifies that the summary of key matters should include summary of the discussions or explanations on the matters set out in the agenda, substantial or pertinent comments or queries from shareholders relating to the agenda and responses from the board and management.

For matters that do not relate to the agenda, the PLCs should assess whether the information is material & relevant to shareholders and if yes, then those matters or discussion should also be published on the website.

 
 
5.
Q :
Under the new Companies Act, shareholder may comment or make recommendation on management matters during AGM. Is polling required for such recommendation if no notice of such motion is given to members?
A :
There are no minimum fees prescribed for conducting Secretarial Audit by Company Secretary in practice. However, it would be in the fitness of things that 9 Company Secretary in practice takes proper call about fees considering the nature & size of the company, type of company and the efforts required to be put in while carrying out Secretarial Audit. It is expected that member should maintain high standard and quality in audit process.
     
     
 
 
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Kelana Square,
No 17, Jalan SS7/26, Kelana Jaya,
47301 Petaling Jaya
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