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

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

Delivering a Talk on Resolving Boardroom and Shareholders Disputes

I will be delivering a webinar on Wednesday 10 February 2021 for the Companies Commission of Malaysia. It will be on Resolving Boardroom and Shareholders Disputes. I will also be incorporating the latest company law decisions.

The webinar will include the following topics: Continue reading

10 Things on the New Beneficial Ownership Reporting in Malaysia

The Companies Commission of Malaysia (SSM) has issued the Guideline for the Reporting Framework for Beneficial Ownership of Legal Persons. This guideline has already come into force. Companies, limited liability partnerships and businesses have up to 31 December 2020 to obtain and update their beneficial ownership information.

I had earlier written about the global trends on disclosure of beneficial ownership and also the existing Malaysian position in the Companies Act 2016 (CA 2016). I had also made some comments on the consultation document on the proposed beneficial ownership guidelines.

I now write on 10 things on the beneficial ownership framework to Malaysian companies and the responsibilities that follow.

Continue reading

Spoke on BFM: Unmasking Corporate Anonymity – Beneficial Ownership

On 16 December 2019, I spoke live on BFM’s Morning Run on the Companies Commission of Malaysia proposed guidelines on the beneficial ownership reporting framework. I had written earlier about beneficial ownership in Malaysia and also 8 observations I had on the proposed beneficial ownership guidelines.

You can access the podcast here (you may be required to do a free registration on the BFM website). Continue reading

8 Observations on the Proposed Guidelines on Beneficial Ownership of Companies

On 8 November 2019, the Companies Commission of Malaysia (or SSM, being its abbreviation in Malay) issued its Consultation Document for the Guidelines for the Reporting Framework for Beneficial Ownership of Legal Persons. SSM has invited any comments by 4 December 2019.

Credit: corporatecomplianceinsights.com

I had written earlier about the global trends for the need for transparency in beneficial ownership details and also the existing Malaysian position in the Companies Act 2016.

Once these proposed guidelines on beneficial ownership are brought into force, they will bring much certainty in terms of the disclosure obligations on the part of companies, limited liability partnerships and businesses in general. This is a good step in strengthening the need for disclosure on beneficial ownership.

In the first part of this post, I highlight some of the salient changes being proposed for companies specifically. In the second part, I then set out 8 of my observations on the proposed guidelines in relation to companies. Continue reading

Practising Certificate for Company Secretaries and the Duties of Company Secretaries

Section 241 of the Companies Act 2016 (CA 2016) has come into force today on 15 March 2019 (see P.U.(B) 138/2019). This is the last provision of the CA 2016 to be brought into force. Under this section, all qualified persons who wish to act as a company secretary must register with the Registrar of Companies.

With the coming into force of section 241, the Companies (Practising Certificate for Secretaries) Regulations 2019 and Guidelines Relating to Practising Certificate for Secretaries Under Section 241 of the Companies Act 2016 have also come into force on 15 March 2019. There is also a FAQ section on the Companies Commission of Malaysia website. Continue reading