On 15 August 2018, I spoke at the International Malaysia Law Conference 2018. I presented my paper on Navigating the Directors’ Duty to Act in the Best Interest of the Company. I have uploaded my paper and you can click on the link.
The paper analysed the Federal Court decision in Tengku Dato’ Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd  2 MLJ 177, FC, or otherwise known as the Petra Perdana decision. The principle on the division of powers between the directors and shareholders was also compared with the present position under section 195 of the Companies Act 2016.
I enjoyed the panel session and the discussion that flowed. The Honourable Justice Margaret Beazley presented her paper on Fiduciary Conflicts in the Contemporary Commercial Environment. The Judge analysed fiduciary obligations in the present context of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.
Dato’ Anantham Kasinather then highlighted the key differences between the Malaysian and Australian provisions on the statutory duties of directors and the no-conflict rule. Next, he also explained the position where directors may face a conflict of interest when sitting on boards of multiple companies.
Dato’ Faiz of PwC then went through his presentation. He explained that business judgment is not easy. History shows us that companies more often than not fail, not because of fraud, but because of disruption to their business model. He advised directors to make decisions defensively. Business judgments are calculated guesses and do not guarantee results. To protect themselves, directors must demonstrate that they have acted in good faith and have done the right things.