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Good Corporate

Governance

OUTLINE
 What is meant by corporate governance?
 What regulation says about it?
 How to achieve good corporate
governance?
 Based on the real case
 What happen if we not comply the
corporate governance?
 Conclusion

What? .

Unlimited Definitions .

. whilst taking into account the interest of stakeholders” Extract from the Report on Corporate Governanace .February 1999.“… process and structure used to direct and manage the business and affairs of the company towards enhancing business prosperity an corporate accountability with the ultimate objective of realizing long term shareholder’ value.

” TheJournal of finance .“ Corporate Governance deals with the ways in which suppliers of finance to corporations assure themselves of getting return on their investment.Shleifer and Vishny .

President of World Bank .Wolfenson.“ Corporate governance is about promoting corporate fairness. transparency and accountability” J.

All parties perform their job accordingly especially the management. they must apply stewardship principles to safeguard the shareholder’s interest. Directors Audit Committee Senior management .

What regulation says? .

.S/holder Dialog.procdr. r/shp w audtrs CODE PART 2 AA..disc C.Dir.Acc/aud Aud commtee n intrl aud CC. BOD bal.bet com n inv.Overview of the Malaysian Code for Corporate Governance BOD. reelection.remuntn Lvl rem.Directors appmt.contrl. Abd Razak 2003. supp.info.reptg. int. A.responsibility BEST PRACTICES BB.S/holder r/shp bet s/hdr n BOD PART 3 OTHER PARTICIPANT PART 4 EXPLANATORY NOTES As presented by Haron. PART 1 PRINCIPLES B.Directors 6 prin.AGM D.Acc/aud Fin.

orac.com. WELL BALANCE AND EXPERIENCE BOARD EFFECTIVE COMMUNICATON ACCOUNTABILITY WITH SHAREHOLDER & AUDIT GOOD INVESTOR GOOD CORPORATE SELF MONITORING RELATION GOVERNANCE The criteria TRASPARENCY IN LOYALTY. DECISION MAKING CARE & DILLIGENCE AVAILABILITY OF TIMELY & ACCURATE www.my REPORTING . GOOD FAITH.

How to achieved good Corporate Governance? .

Effective audit •Company operation committee •Technology Procedures to deal •Safety on people with disaster •Financial statement •Accounting challenges •Risk management •Compliance requirements •Internal control •Impact to audit requirements •Compliance audit •Impact to reporting requirement section404 •Oversight the management •Relationship with external auditor •Resources and special investigation •Committee composition •Training •Meetings •Charter evaluation .

132B.132E. 133.132D.132G.132C. •Act for the best interest of the company Follow the rules •Observance with law. rules and regulation and code of conduct •Companies Act Section 132A. Balance director •In term of their remuneration •Roles within the company- •Fiduciary and advisory roles.133A-Focus on Directors •Securities Commission •Listing requirement •etc .

REAL CASE IN MALAYSIA .

Public Bank Berhad Malaysian Business Corporate Governance Award Survey Report since 2002-2004 .

procdr.responsibility BEST PRACTICES BB..Directors appmt.S/holder Dia.S/holder r/shp bet s/hdr n BOD PART 3 OTHER PARTICIPANT PART 4 EXPLANATORY NOTES As presented by Haron.Acc/aud Aud commtee n intrl aud CC.info.Directors 6 prin. Abd Razak 2003. BOD bal. A.reptg. r/shp w audtrs CODE PART 2 AA. supp.disc C.bet com n inv.Acc/aud Fin. PART 1 PRINCIPLES B. reelection.contrl.remuntn Lvl rem.AGM D. . int.Dir.Overview of the Malaysian Code for Corporate Governance BOD.

What happen if we dIDn’t comply with the corporate governance? .

MAXWELL PERWAJA ENRON WORLD DAIWA BANKCOLLAPSE COM BCCI BARINGS BANK EMPIRE .

CONCLUSION  The system of companies is direct and control. Auditors-Provide the external check of Financial statement. . Audit committee -Provide independent evaluation on Finacial reporting and business ethic.  All people have their own roles within the company Directors-Responsible the governance Shareholder-Appoint appoint director and auditor and satisfy the appropriate governance.

Cont’d  The critical part are decision making and the compliance together with the reliability of Financial statement. it isl just a waste. if not.  Whatever rules provided by Company and must bring to practical. .

The end Thank you .