The Director Program

With the mandatory adoption of the Financial Reporting Standards (FRS) since 1 January 2006, the new changes incorporated in the Companies (Amendment) Act 2007 effective 15 August 2007 and the revised best practices in the Malaysian Code on Corporate Governance released on 1 October 2007, the duties and additional responsiblities of the Board in the discharge of all its functions have further broadened.

How do non-executive independant directors of Public Listed Companies (PLCs) keep abreast of the constant change in discharging their duties more effectively?

As financial governance is becoming more complex and onerous by the day, the Securities Commission under the Securities Industry Act can penalize responsible directors with fine of not more than RM3 million or a maximum jail term of 10 years or both, for authorizing and furnishing misleading financial information to the Bursa Malaysia Securities Berhad, upon the disclosure of material accounting irregularities or major reporting discrepencies.

Accordingly, non-executive independant directors acting as members of the Audit Committee must ensure high standards of financial reporting controls and sound transparency of the financial reporting process.

Vistage, the world’s leading chief executive organization, is assisting non-executive independant directors respond to their increasing challenges with the uniquely stuctured Director Program that enables participants to stay abreast of developments in the capital markets and enhancing thei knowledge and skills, resulting in a more effective role in the Board.

Program Objectives

1. To ensure that directors are continously informed of current developments in the capital markets, particularly in the areas of corporate governance and regulatory compliance changes;
2. To enhance the knowledge, skills and professionalism of the directors in discharging their duties and responsiblities in providing business value and to overcome market challenges;
3. To fulfill the listing requirement that all PLC directors must undergo some form of training and continous education program annually to enhance the efficiency and effectiveness in corporate performance and value creation.

Program Benefits

1. Belong to an advisory “board” of your peers from other PLC companies to exchange and share best practices, including subject matters which are not their expertise through awareness events in various fields.
2. Provide directors with further information on their duties, roles, and responsibilities through peer sharing plu Resource Speaker presentations at each quarterly full day meetings.
3. Update directors on recent developments on company laws, taxation, risk, management, corporate governance, changes to International and Malaysian Accounting Standards, corporate social responsiblity, new regulations and guidelines of Securities Commission and Bursa Malaysia and its impact on your organization’s compliance process.
4. Further improve directors’ contribution and effectiveness at Board Meetings in relation to latest practices of good corporate governance.
5. Invitation to Vistage CEO main events annually.

Program Structure

1. All nominated members will be placed in a Group based on annual turnover classification and from non-competing industries. Each group shall be limited to a maximum of 15 members.
2. Each group meets quarterly for a full day hosted at Vistage Malaysia. In a confidential and challenging format, members engage each other in discussions about the latest corporate happenings of public listed companies in Malaysia and overseas and lessons learnt.
3. Each group will have two accredited Vistage Chairs who are experienced professionals and also currently serve on at least one PLC company board. They facilitate the group meetings and are accssible to members even after these quarterly meetings.
4. There will be a Resource Speaker at each meeting on a topic relevant to discharging the duties and responsiblites of a PLC Director.
5. Members will have access to Vistage Online or worldwide resources, networking, latest book summaries and Vistage Library for best practices. They are also entitied to nominate 20 persons for complimentary access to Vistage Library.
6. Investment: For Mian & Second Board Directors, annual fee is RM7000 plus one time enrolment fee of RM1000 per member. For Mesdaq Board Directors, annual fee is RM5000 plus one-time enrolment fee of RM5000 per member.