FULL SCRIPT (1st Speaker)

Salutations: Good morning I bid to Miss Chairperson , timekeeper, opposition side, and members of
the floor. My name is 1st speaker of the Government side whole-heartedly agree with today’s
motion. That is, Independent Directors SHOULD be accountable similar to Non-Executive Directors.

As the first speaker of the Government side, I will be conveying 2 main substantives those are;

1. Independent Directors SHOULD be accountable similar to Non-Executive Directors because

the Independent Directors play a vital role in all circumstances and essential to enhance the
quality of the decision making process of a company

AND;

2. Also because Independent Directors are appointed to provide independent judgment in

their particular field of expertise.

Further arguments shall be addressed by my colleagues.

Before I proceed with my points, I would like to define some of the keywords our argument today.

The definition of “independent director" is stated under Chapter 1 of the Listing Requirement,
Paragraph 1.01 of the Bursa Malaysia Listing Requirements expressly defines independent
directors as a director who is independent of management and free from any business and other
relationship which could obstruct the exercise of independent judgment or the aptitude to
perform in the best interests of the company as a listed issuer.

Whereas,

Non-executive director is defined as someone who does not work for the company in a full-time
capacity. they do not participate in managing the company. their job is not to run the company but
to keep a close eye on the managers and executive directors.

MOVING ON TO MY FIRST POINT,

We can observe from the case of Vita Health Laboratories Pte Ltd and Others v Pang Seng Meng,
the high court made it clear that all directors owe the same degree of duties and responsibilities.

The main role for Non-executive directors especially Independent Directors is to provide
independent judgment and outside experience and objectivity on issues that come before the board.

Therefore, independent directors have the same degree of duties and responsibilities towards the
company’s welfare as Non-Executive directors, independent directors still need to perform the
minimum duties as a director

Moving on to my 2nd substantive,

As we already established, appointments of independent directors are normally made based on their
expertise. Therefore, they should be equally as accountable as non-exec directors as the opinions
they bring to the table would often influence the decisions that would be made for the company.

The values of independent directors are measured from their capability in bringing an outside
perspective into the board meetings as well as their ability to reflect independence in their ideas,
thought and views.
Kingdom Seekers Ventures Sdn Bhd v Dato’ Sri Chong Ket Pen & Ors [2015] MLJU 390, Harmindar
Singh Dhaliwal J highlighted in his judgment that “Independent directors are required to exercise
independent judgment and act in the best interests of the company as per their declaration to Bursa
Malaysia Securities Bhd (“Bursa Malaysia”) as required under the Main Market Listing Requirement”.

To conclude, I would like to reiterate that we from the affirmative wholeheartedly agree that
Independent Directors SHOULD be accountable similar to Non-Executive Directors for their
appointments were made in order to attain their independent/expert of business regarding a
specific field of business to enhance the quality of the decision making process of a company.