UNIVERSITI TUNKU ABDUL RAHMAN (Appendix I)

FACULTY OF BUSINESS AND FINANCE

ACADEMIC YEAR: 2021/2022
MAY 2021 TRIMESTER

UBML3033 CORPORATE GOVERNANCE

BACHELOR OF BUSINESS ADMINISTRATION (HONS)

BACHELOR OF COMMERCE (HONS) ACCOUNTING

COVER PAGE

Tutorial Group Number : _________________________T7___________________________

Lecturer’s Name : Kuek Thiam Yong

Tutor’s Name : Kuek Thiam Yong

Assignment Details

Public Listed Company : Top Glove Corporation Berhad

Due Date : Week 8, before the end of your respective tutorial class.

Important Note : Submission of assignment is the responsibility of the students.

Students’ Details

Name Programme Student ID No.

1. Chasel Tan Xinq Zhe BA 1606972
2. Chooi Wai Li BA 1800324
3. Lai Jun Lee BA 1806740
4. Lim ZheYing BA 2000510
5. Teh Hung Chuan BA 1706272

Assignment Overall Marks (50 Marks): Marks.

 UNIVERSITI TUNKU ABDUL RAHMAN (Appendix II)

FACULTY OF BUSINESS AND FINANCE

ACADEMIC YEAR: 2021/2022
MAY 2021 TRIMESTER

UBML3033 CORPORATE GOVERNANCE

BACHELOR OF BUSINESS ADMINISTRATION (HONS)

BACHELOR OF COMMERCE (HONS) ACCOUNTING

MARKING SCHEME FOR GROUP ASSIGNMENT

Item Assessment Marks Marks

Allocation Awarded
1 Introduction
Able to present a brief background on the chosen public 5 marks
listed company in Malaysia.
2 Contents
Able to explain three (3) sound corporate governance 6 marks
mechanisms that chosen company has with evidences.

Able to provide adequate analysis on the pros and cons 12 marks

of the mentioned sound corporate governance
mechanisms with proper justifications in the chosen
company.
3 Recommendations
Able to provide reasonable recommendations in 12 marks
strengthen the pros and weaken the cons as stated in
item (2).
4 Conclusion
Able to highlight the important points in this 4 marks
assignment.
5 Quality of the written assignment
Structure, content flow, layout, language, references, 11 marks
citations and plagiarism.

Total Marks 50 marks

Comments:

Name of assessor:

Signature: Date:
Table of Contents

1. Introduction.......................................................................................................................................1
2. Contents..............................................................................................................................................2
3. Recommendations..............................................................................................................................7
4. Conclusion........................................................................................................................................12
References................................................................................................................................................13
 1. Introduction
Top Glove Corporation Bhd is the world's largest glove producer currently and it was based
in Malaysia and founded in 1991. It is now the. What began as a small local firm with one
facility and one glove production line has grown to account for 26% of the global rubber glove
market (Top Glove Corporation Bhd, 2020). These accomplishments are owed in large part to
Tan Sri Dr Lim Wee Chai, the company's founder, and Board of Directors. He along with the
company's more than 19,000-strong personnel and helped Top Glove grow into the remarkable
achievement it is today. Top Glove has always been on the lookout for new talent and seasoned
experts to help it continue to expand its business. The company make certain that their
employees are on board with the company's aims, objectives, and values, which are outlined in
the company's objectives (Graduan, n.d.).
According to Graduan (n.d.), Top Glove Corporation Berhad owned 44 facilities, with 700
production lines, and an annual production capacity of roughly 73.8 billion gloves. Malaysia,
Thailand, Vietnam, and China are included in the company's production places. The firm has
manufacturing plants in these countries, along with Brazil, the United States, and Germany, and
serves over a lot of customers from different countries. The company was listed on the Kuala
Lumpur Stock Exchange known as Bursa Malaysia currently in year 2001 and in year 2016 the
company successfully listed on the Main Board of Singapore Exchange (SGX). With a
compound annual growth rate (CAGR) of 23.1 percent for sales and 28.2 percent for profit after
tax in 195 countries over the previous two decades, Top Glove showed consistent expansion with
these results. (Top Glove Corporation Bhd, 2020).
To fulfil demand in both the healthcare and non-healthcare sectors, Top Glove has expanded
its glove product range to include non-glove goods like as face masks, dental dams, condoms,
exercise bands, and home items. Top Glove continues to produce good quality gloves at a
reasonable cost with the support of its employees worldwide, following its time-tested Business
Direction. Top Glove is not contented to rest on its laurels, and has set loftier goals its own,
including becoming a Fortune Global 500 company by 2035 (Top Glove Corporation Bhd,
2020).

1
 2. Contents
3 Sound corporate governance mechanisms

1.0
Firm performance and corporate governance There have been a number of research conducted on
corporate governance and business performance. Concentrated ownership should improve
performance by eliminating agency issues and giving stronger monitoring incentives.
Profitability and liquidity The opportunity cost of a current asset is that it provides less revenue
than a fixed asset. The Securities Supervisory Board is only a body that has little impact in
Malaysia's Islamic financial system. As a result of this research, Securities Supervisory Board
does not exist in Malaysian companies to assist them in improving their performance. Financial
ratio analysis revealed that there is a link between the kind of corporate governance and a
company's financial health. The idea that active boards lead to substantially superior financial
performance of firms has been confirmed. Another research looked at the particular drivers of
credit risk, using a sample of 15 conventional and 13 Islamic banks in Malaysia, which were
analysed using financial data from annual reports. Liquidity is one of the determinants, with a
negative substantial relationship to credit risk for conventional banks and a positive relationship
for Islamic banks. A prior research done gave an opinion regarding the size of a bank that may
impact loan sales as an instrument that helps in risky situations without compromising risk
portfolio while producing a solid and consistent revenue at the same time. A company's larger
size gives it an edge in terms of loan security, which can aid in the conversion of loans into sales.

Top Glove also will have the board develops, reviews, and executes whistleblower policies and
processes in collaboration with management. The Board thinks that having a Whistleblowing
Policy in place helps to enhance and promote effective management while also demonstrating
responsibility, risk management, and good corporate governance.

The Board's mission is to give a place at the same time a means for parties to submit complaints
or information concerning fraud, wrongdoings, or non-compliance with any rule or process by
Company employees or management. Reporting policies and procedures define when, how and
to whom issues should be appropriately addressed, separate concerns from personal grievances,

2
and allow whistleblowers to raise issues outside of their management and in confidence. To
protect the privacy of others the whistle-name blower's is kept private, and the whistle-blower is
protected from any kind of retaliation. Any problems presented will be reviewed by the Top
Gloves Prevention and Anti-corruption Commission and the Reporting Committee., and a report
and update will be given to the Board through the Board Audit Committee (“BAC”) and believe
this method can effectively solve the internal problems of the top glove。
2.0
The board of directors is responsible for setting the company's values and standards and ensuring
that the company's responsibilities to its shareholders and other stakeholders are understood and
fulfilled. Tan Sri Dr Lim,The Chairman provides effective leadership to the Board and guides the
Board to maintain high standards of corporate governance while pursuing the company's goals of
enhancing shareholder value and competitiveness. Under his guidance, the Board recognizes the
significance of governance and will continue to achieve long-term results while instituting
excellent corporate governance standards in order to develop a long-term business.

On all operational concerns, the Chairman guarantees frequent communication with other board
members, and will quickly confer with other board members on any subjects of significant
concern to him. The chairman made certain that no director, whether executive or non-executive,
dominated the conversation and that all board meetings were fully used.

3.0
Top Glove Secretaries are certified Chartered Secretaries. Attending relevant conferences and
training programs ensures that Company Secretaries are always up to date on legislative changes
and corporate governance developments. The Board has full access to the Company Secretaries'
advice and services for the Board's and enterprises' matters. All compliance and governance
concerns that required the Board's attention would be highlighted by the Company Secretaries.

The company Secretary will also serve as a conduit for important decisions and policies to be
conveyed between the Board, board committees, and senior management, as well as overseeing
the Board's operations. The Company Secretary is also responsible for ensuring that board

3
procedures are followed, as well as applicable laws and regulations for the conduct of board
business, as well as all maintenance and other requirements for the Board's proper functioning.

4
Pros and Cons
Whistleblowing has supported by many literature to acts as an effective instrument
against government corruption (Su, S.2020). Whistleblowing has becoming an increased
accepted way for organizations to access internal information that leaders needed to minimize
risks (Henriksson, 2019).
It could help top management to expose malpractices. Role of whistleblowers is critical
in business and government. Whistleblower can help to keep organization to avoid crossing the
line of ethical or legal by imposing a threat to exposing these malpractices to authorities or
public (CFI, 2020). Besides, the wrongdoing that been exposed could've become more costly and
causing more damage to corporate if they been left undetected. More importantly, an incident
exposed by internal whistleblower will get better positioned to manage and the situation may
contain internally to reduce the damage in minimum way (Stanford, 2017).

While the cons of whistleblowing policy will be the potential damage towards business’s
reputation, especially the exposure is direct occurs in the public domain (Stanford, 2017).
Whistleblower practices will break the chain of command in company as whistleblowing tend to
happen when they think their supervisor did not take their massage seriously or because of the
fear of repercussions. Routinely occurrence of ignorance of chain of command in communicating
company’s issues and concerns between top management and frontline management will
negatively affect the operation of system of management and authority of top management in the
corporate (Chron, 2020).

Board of directors is very effective in providing guidance on strategic direction of

corporate. Board members often contain of expert in different field such as expert in Finance,
Legal, Marketing, Strategy, ICT or expert in specific field in certain specialized industry(Patel,
2015). Besides, Boards also able to extend the connections of company and gain company the
access to places and people which is critical to amplify business opportunities (Tenenbaum,
2016).

These will provide company with various benefits such as ensuring the implements of
business plans and development of strategies and policies is on the purpose of maximizing the

5
benefits of stakeholder. to operate. Besides that, board also play a vital role in monitoring the
companies performance to make sure company able to reach its performance targets smoothly.
Other than that, board members with legal expertise will also ensuring company is complies with
all its legal and accounting requirements. While board members also able to help the company to
identifies and avoid possible risks while identifying new possible opportunities(Aicd, 2020).

The drawback of a board of directors is that it is time-consuming and expensive, which will have
an influence on the company's efficiency. As a result of the company's requirement to comply
with corporate governance laws and regulations, different specific procedures and rules will be
required, complicating the company's operation and administration and increasing administrative
expenses. Companies with boards of directors have higher administrative costs than other types
of businesses. The increased of administration cost can be seen in process of stock sales and
purchases and the legal compliance records annual registration (UpCounsel, 2021).Besides that,
various formalities must also be followed in order to abide the law. Various documents such as
documenting and storing annual shareholders meeting and the recording of major decisions
approved by the board of directors will increase the administration burden of company thus lead
to reduction the efficiency of company’s operation and cause extra cost (UpCounsel, 2021).

First, through Company Secretaries (CS) able to safeguard company in matters related to
all legal, administrative, statutory, and other policy matters. Besides, Company Secretary also
has a major role in handling the statutory books of company and dealing with procedural legal
matters of companies. (Paul Hype Page, 2020) By having an in house CS, Confidentiality and
Trustworthiness will be the first benefits compare to outsources, as the job handled by CS are
sensitivity and important. So the accountability of CS is important for the governance of
company (Williams, 2017).

The cons of having in house Company Secretaries (CS) is cost efficiency. As having
outsourced CS services will cut down various cost such as education and training, office
equipment and so on which can be invest into other segment of operations. Besides, outsourced
CS firm are experienced and expert in their fields, which may boost our efficiency of operation
of company (Williams, 2017).

6
 3. Recommendations
Strengthen the pros

For the effectiveness of the whistleblowing policy, Top Glove Corporation Berhad
should link the whistleblowing policy to the organization’s vision. This is because Top Glove
corporation Berhad can more focus on the whistleblowing policy when it is running its vision.
This way can make the corporation’s development increased because employees and employers
will make any feedback to change their attitude for working through the policy. This change will
make the corporation’s image and discipline better. Next, Top Glove Corporation Berhad explain
how to protect the confidentiality of the whistleblower's identity and how to protect the
whistleblower from retaliation or harm. Whistleblower protection is important for encouraging
reporting to misconduct, corruption, and fraud. Corruption risk has increased significantly in the
reporting environment that does not support or protect wrongdoing. Encourage and facilitate
reporting, especially by provide effective of legal protection and also clear guidance on report
procedures can help authorities monitor compliance and discover violations of anti-corruption
laws. Provide effective of protection and support for whistleblowers employees not only know
how to report but also have an organizational culture that is confident in their work report
procedures. It can also help companies prevent and detect the bribery in commercial transactions.
This protects whistleblowers in the sectors from retaliation for reporting in good faith. Therefore,
suspected corruption and other illegal acts are an indispensable part of the fight against
corruption. Promote integrity and accountability in the public sector and also support a clean
business environment.

For the effectiveness of the board of director’s guidance on the strategic direction of
corporate, Top Glove Corporation Berhad needs to understand what an effective board is. An
effective board of directors develops and promotes its collective vision of the company's
mission, culture, values, and behaviours that it wishes to encourage in its business operations,
according to the handbook. It emphasizes that challenges are important like teamwork, so an
effective board is not a comfortable place. Therefore, the board of directors needs to make
decision sequencing. This is because when the board of directors submits urgent information to

7
them when they vote as expected, their decision-making process will be put aside. Even in
emergency situations, these actions seem necessary, and rushing decisions should not become the
norm, especially when board management software can facilitate the rapid distribution of critical
information. By developing a “decision ordering” policy, the board can indicate what
information they want, from whom, and when, to ensure that there is enough time for discussion
before voting. This approach helps the board of directors generate better discussions and greater
ownership of decisions. In addition, the board of directors is responsible for health of the
company, needs to have a long-term perspective. This is in opposition to investor goals; not all of
them will be aligned with the pursuit of long-term success. A good board of directors will be able
to balance short-term interests with long-term consequences of their decisions; will evaluate the
interests of shareholders and stakeholders from the perspective of a long-term sustainable
success company.

For the effectiveness of company secretaries, Top Glove Corporation Berhad has
planning skills. This is because company secretary must be at the forefront and always make
plans. This is critical since the meeting cycles of the board of directors and committees are
dictated by timelines in order to satisfy external and internal compliance responsibilities on time.
This means you must be good at project management because there are several ongoing projects
that require your attention at the same time. In addition, it is effective communication skills. This
is because the company secretary is working with staff, board members or directors, chief
executive officer, senior management, and external stakeholders. They must be cautious,
diplomatic, tactful, emotional intelligent, and skilled negotiators. They are able to listen
attentively and communicate well both vocally and in writing. The company secretary must
establish positive working relationships with all members of the board of directors, will provide
fair advice, and act in the best interests of Top Glove Corporation Berhad. The company
secretary needs to help the chairperson in development processes include board evaluation,
induction, and training to promote the development of the board of directors.

8
Weaken the cons
The cons of whistleblowing policy will be the potential damage towards business’s
reputation. To weaken the cons of whistleblowing policy, Top Glove Corporation Bhd and all its
subsidiary companies can adopt the employee code of conduct. In this code sets out the
underlying values, commitment, dedication, diligence and professionalism contributing towards
the social and environmental growth of the surroundings in which the company operates
(Employee Code of Conduct, 2020). Each employee has the responsibilities to follow and act in
accordance with the policies detailed within the employee code of conduct. Besides, company
also can issue any updates or amendments from time to time. Furthermore, Top Glove also can
take actions against employee that breach the code of conduct. For example, Yubaraj Khadka, a
Top Glove Corp employee, was dismissed after taking two pictures of other colleagues crammed
into the Top Glove plant during the epidemic. Even though Khadka did not send the photographs
to the public, he did send them to a rights advocate in his home country of Nepal, who forwarded
them to the firm and the Malaysian authorities. Top Glove decide to terminate his employment
with the reason he sent the photos to the public without the permission from the management.
This is because in the code of conduct mentioned that all employees are strictly prohibited from
publishing or writing messages or material that are intended to harm the reputation of the
company or and its management on social media including but not limited to social networking
sites (Employee Code of Conduct, 2020).
Top Glove identified Khadka as the originator of the photos through CCTV, therefore
company sent a letter to Khadka to terminate his employment for sharing the photos. This is
because, Khadka and five other workers also told the Reuters said that social distancing was not
enforced or followed outside the factory during Covid-19 pandemic even though the company
required their employees to wear masks and gloves. This action already breach the code of
conduct-Press Release and Public Statements. This code mentioned that an employee shall not
make any public statement on the policies or decisions of the company whether orally or in
writing or in any form whatsoever nor shall he circulate or cause to be circulated any such

9
statement (Employee Code of conduct, 2020). Therefore, Top Glove still have the rights to take
action towards Khadka even though the photos were not sent by him to the public.

The board of directors' principal responsibility is to promote long-term viability and shareholder
value generation. In addition, the board is responsible for the company's success. As a result,
evaluating board and director performance and pursuing possibilities for improvement is critical.
The board of directors must be aware of their own strengths and limitations if they are to
successfully govern the firm. The board must evaluate its own performance on a regular basis to
determine which individual directors can improve the board's effectiveness. An successful board
evaluation can help the board function more efficiently. An evaluation, for example, might
define individual and group duties. A successful review may also help boards attract and retain
talented directors, as well as foster a healthy board culture. Furthermore, the board and director
evaluations should include a wide range of topics, including board processes, competences, and
motivation, director capabilities, and boardroom interactions. It's critical that any agreed-upon
activities at the start of an evaluation are carried out and monitored. Furthermore, via director
development programmes and improved governance processes, boards must identify and address
the shortcomings identified in board assessments.

The final reports summarising the results of the qualitative and quantitative study are
generated by the Company Secretary. With the help of an impartial business adviser, the
company secretary will also propose steps or actions to address the gaps and highlight areas that
require development.. Secretarial tasks of the company should be handled by experienced
individuals to ensure maximum efficiency of the business. This is because it can be quite
challenging to run an entire company by yourself. Top Glove can easily solve this challenge by
outsourcing the corporate secretarial services, which can give them more free time to
specialize in other essential tasks of the company. Moreover, the responsibilities of the secretary
should be fulfilled by a team of professional. There are several reasons why company should
consider outsourcing the corporate secretarial services. The main reason why many business
owners believe that outsourcing company secretarial services are an upscale process. In fact, it is
a highly cost-effective process and can even help Top Glove in saving money, which can spend
in other parts of the business. Instead of focusing any money on the hiring process or in-house

10
training, Top Glove can get a professional and experienced company secretary by outsourcing
the secretarial services. An outsourced team of company secretaries will be familiar with all of
the laws and effective policies that have to be implemented for the smooth functioning of the
business. Besides, it will be the responsibility of the outsourced team to make the best decisions
for the company once secretarial services have been outsourced. Along with the cost-
effectiveness of the process, the greater quality secretarial services that company will be getting
by outsourcing them is optimizing business operations and generating more profits.

11
 4. Conclusion
Top Glove Corporation Bhd as the world's largest glove producer, the company’s top
managers and employees had both works efficiently and effectively. The company had achieved
a lot of achievement with the help of the founder and his employees. The company was operating
worldwide, and it was still expanding today. The firm has created an increasing number of
product categories, as well as a future strategy plan to ensure that the company continues to
thrive in the next decades. As to improve company management effectiveness, the company have
the following sound corporate governance mechanisms. The company’s sound corporate
mechanisms were having Whistleblowing Policy, board of directors, and Company Secretaries.
The advantages of having Whistleblowing Policy are to prevent management from corruption as
well as any legal disputes and act as a threat to exposes any malpractices of the management
team so that they will behave ethically and thus it is able to prevent them breaching the law. On
the other hand, the disadvantages of the Whistleblowing Policy is it will potentially impact the
company’s reputation negatively and it could disrupt the company's line of authority.
Besides, the advantages of having board of directors are getting advice on business strategy
direction, assure company development by carry out business plan, and enhance commercial
prospects by expanding the company's relationships and giving it access to places and people it
couldn't reach previously. Reversely, the disadvantages of having board of directors were the
operation cost needed was high, and the documents related to the serious decision were required
the approval from the board and this will consume a lot of time where it might affect company
efficiency.
Next, the advantages of having Company Secretaries were to ensure that the corporation and
its directors are operating within the bounds of the law and handling company statutory books.
Conversely, the disadvantage of Company Secretaries was investment is needed for it to be fully
operational.
The company was recommended to relate the organization's whistleblower policy to its
vision and employees must follow employee code of conduct. After that, the company also need
to comprehend the concept of a successful board and review board and director performance and
strive to improve. Moreover, the company require to enhance organization’s planning skills and
outsourcing the corporate secretarial services.

12
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