Asia-Pacific

Malaysia Issues Director Conduct Guidelines for Listed Issuers

The guidelines set out the obligations of directors of listed companies and their subsidiaries, and requirements for the establishment of group-wide frameworks.

Malaysia’s SC (Securities Commission) has issued new director conduct guidelines to strengthen board governance and oversight in listed issuers and their subsidiaries.

The guidelines set out the 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.

“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,” said SC chairman Datuk Syed Zaid Albar.

“A director of a corporation must exercise his powers for a proper purpose and in good faith in the best interest of the corporation in which he sits as a board member,” the guidelines say.

Other obligations relate to conflicts of interest management, record-keeping, and financial reporting.

The guidelines took effect on Thursday (30 July), with the exception of Chapter 5 which will come into effect on 1 January 2021.

Chapter 5 covers group governance, imposing obligations to ensure an adequate group wide framework for cooperation and communication between a listed issuer and its subsidiaries – to enable it to discharge oversight, governance and risk management responsibilities.

A group wide framework on corporate governance should include the establishment of a code of conduct and ethics, anti-corruption policies, and a whistleblowing policy, among others.

The guidelines are available here.

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