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1. Identify the key players in corporate governance in Malaysia.

- The principal ( shareholders ) who delegates the rights of making decisions to the agent.
- The agent (manager) who acts on behalf of the principals for the interest of the
principals.

2. Differentiate the roles and functions of these regulatory bodies

a. Minority Shareholders Watchdog Group

- MSWG is a monitoring group by the shareholders that have the least


voting power as they are the ones with least shares. They function mainly
on minority shareholders' interests like becoming the platform to initiate
collective shareholder activism and to protect the interest of minority
shareholders.

b. Securities Commission

- Securities Commission Malaysia is a body under the Ministry of Finance


that mainly enforces matters relating to corporate matters and licensed
bodies. For example, they ensure proper conduct of market institutions
and licensed persons. In terms of CG, they protect the investors by
having authority over the companies that protect the public.

c. CCM

- Companies Commission Malaysia (CCM) is a statutory body that


regulates companies and businesses. They register businesses as well
as incorporations of companies and they ensure the compliance with the
authorised legislation like Companies Act 2016 and many more
legislations that were imposed before that.

d. Bursa Malaysia

- Bursa Malaysia is the regulator of the Malaysian market. Bursa Malaysia


has the important role of raising the standard of corporate governance
(CG) practice among Malaysian listed issuers by carrying out their own
initiatives. They are the ones who are responsible to set the CG practice
standard by developing internal guidance which is also through partnering
with other shareholders, boards and managers. Also, they review the
annual reports of listed issuers on their CG making sure their CG on the
annual reports are adequate and accurately disclosed.

3. Elaborate the roles of the integral player in the corporate governance ecosystem.

a) role of directors

One of the roles and duties of directors is stated in the Section 213 of the Companies
Act 2016 which is to exercise his powers for a proper purpose and in good faith and the best
interest of the company. For example, the director is expected to perform his duties with
transparency especially in disclosing the information of the company to the public. Transparency
is important in building an image that attracts investors into putting the trust into the company.
Also, directors are responsible in overseeing and supervising the decisions made by the
officers. This is because they are the ones who will be accountable in front of the shareholders
in case of any effects.

b) role of gatekeepers

The gatekeepers act as intermediaries that provide important services that would benefit
the investors. They play crucial roles in our capital markets because they are the expert in
gathering the information about companies like evaluating a company's creditworthiness. One of
their roles is to monitor the internal control of an organization in terms of its enforcement. They
should act with transparently and with honesty in describing the information and take
consequences for their action.

c) role of shareholders

shareholders are the party that hold the majority and minority of the shares in the
company. They have a role in being the main source of capital of the company but operationally
they have to approve the financial statements that was authorized by the directors after many
process. Secondly, their main role would be to exercise their rights to vote, give opinions and
question anything at the general meetings of the company. They would also be the ones
responding to the stakeholders at the AGM as they work together with managers in order to
satisfy the stakeholders interest.
4. Differentiate the functions of a board in different theories

Agency theory

There are two main keys in this theory which is the agent and the principal. The agent is
the managers and the principal is the shareholders. The shareholders as the principal would
have the managers to act behalf of their interest. The managers cannot put his interest while
executing the task delegated by the principal. However, that is the challenge of this theory as
both of the parties have their own interest to fulfill.

Transaction cost theory

In the transaction cost theory, the board functions as the agent that deals with the internal and
external transactions rather than as a contractual relationship outside the firm with the
shareholders. They need to determine the cost of a transaction with the external party which
controls the cost used to run the company, for example search and information cost to find
suppliers. The board should not have conflict of interest with shareholders since it will lead to
the profit maximizing not achieved.

Stakeholder theory

For this theory, the board of director work together to further understand and represent
the interest of the parties that are considered to be the stakeholders in the organization. not only
that they need to cater the interest of the stakeholders in gaining the profit return but also fulfill
the expectations of the society that would gain interest from the company. Fulfilling the interests
of all stakeholders will have the company not only securing the capital but also maintaining their
reputation.

Stewardship theory

As the managers are given the responsibility to handle the task given by the principal,
they might need motivations other than financial gains. Therefore, this is where the board
especially the CEO could even step in and show his expertise and directly lead the
management towards the planned goal. By this, the managers feel supported and also lead
properly without being neglected and expected to perform at their best on their own.
Resource dependency theory

The company would need an external resource in order to survive. This is to reduce the
dependency on the internal resources. This is because the internal resource could be the only
most important resource and also the most deficit resource. The board of directors are the ones
who are supposed to make a link with the external environment. This would also reduce the cost
of interdependence with the environment. Also, the directors are also expected to have resource
in finding the skills and expertise to the company.

Managerial hegemony theory

In this theory, the managers will replace the board in making the decisions and the board
will act as the ‘rubber stamp’. The managers will dominate and pre- empted the decisions
instead of the board. This is to let the manages to be involved with the strategic decisions of the
company instead of 100% being fully dominated by the board.

5. How do directors bring resources according to the resource dependency theory?

Directors are expected to bring in resources based on the dependency theory as they are
expected to have a linkage with the government like policy makers. By this, they can extract
useful resources. As they are expected with the resource, they can also bring in some expertise
that would affect the performance.

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