directors fees

Shareholders’ Say on Directors’ Pay: First Prosecution Due to Failure to Obtain Shareholders’ Approval

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I read the news on the Companies Commission of Malaysia charging NWP Holdings Bhd for its failure to obtain shareholders’ approval for directors’ fees. This failure was for two financial years of 2017 and 2018. This charge relates to section 230 of the Companies Act 2016 (CA 2016), being a new provision requiring shareholders in a general meeting to approve the fees of the directors. Essentially, the shareholders having a say on the directors’ pay. This is the first reported prosecution involving this section. Continue reading →

Say on Pay: 6 Issues on Shareholders’ Say on Executive Salaries

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Shareholders’ say on pay. Over the last few weeks in Malaysia, there have been discussions on the pay of the top executives or directors of companies. I set out 6 key legal issues that relate to this in light of the Companies Act 2016 (CA 2016) and the Malaysian Code of Corporate Governance 2017 (MCCG). The issues include the distinction between directors’ fees and the pay or remuneration of a CEO, and how do shareholders have their say on the payment of these fees or remuneration.

I set out these issues in the context of public listed companies. Continue reading →

10 Common Issues Arising from the Companies Act 2016

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With the coming into force of the Companies Act 2016, a number of practical issues and questions have since cropped up. The Companies Commission of Malaysia (SSM) did release its helpful FAQ document. This document has been updated from time to time (presently, it has been updated up until 3 April 2017) and helps to answer the most frequently asked questions.

Nonetheless, there are still other common issues arising from the Companies Act 2016. I come across these queries in my practice or at the talks that I give. I set out below 10 of these key issues. Companies can consider seeking further clarification or advice. These issues range from the constitution, dividends, director-related issues, and transitional matters.

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Bursa Malaysia Seeks Feedback on Review of Listing Requirements: Companies Act 2016

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In light of the Companies Act 2016 coming into force on 31 January 2017, Bursa Malaysia has announced on 20 March 2017 that it has issued a consultation paper to seek public feedback on the proposed review of the Listing Requirements. You can access the consultation paper here and feedback is to be given by 14 April 2017.

Reading the consultation paper, I set out below on an interesting proposed move towards greater transparency in the remuneration of directors. It is proposed that new requirements be put in place for tighter shareholder approval and for disclosure of remuneration on a named basis.

This consultation paper is to be read together with the earlier two directives / clarifications from Bursa Malaysia dated 2 February 2017 and 10 March 2017.

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