Review Your Governance Policies Before Issuing Annual Report

It is the time of the year again for most listed companies to produce their annual reports. However, this year listed companies shall issue their first Corporate Governance Report and Statement based on the latest (2021) Malaysian Code on Corporate Governance.

Under the disclosure regime, board governance policies are also required to be disclosed and explained in the annual reports and corporate websites. These policies may include but are not limited to the following:

  • Division of Responsibilities between Board and
    Management (including Chairman and CEO);
  • Gender Diversity of the Board and Senior Management;
  • Succession Planning;
  • Director Nomination, Selection and Appointment (aka Directors Fit and Proper Policy);
  • Tenure of Independent Directors;
  • Remuneration of  Directors and Senior Management;
  • Appointment of former partners of their External Audit firm;
  • Assessment of the External Auditors’ Suitability, Objectivity and Independence;
  • Risk Management and Internal Control;
  • Environment, Social and Governance (“ESG”);
  • Prevention of Conflict of Interest, Insider Trading and Money Laundering;
  • Anti-bribery and Corruption;
  • Whistleblowing;
  • Shareholder Communication; and
  • Corporate Disclosure.

On the other hand, listed board and management shall also note that under the Securities Commission’s Guidelines on Conduct of Directors of Listed Corporations and their Subsidiaries, they shall establish a group-wide governance oversight framework to execute its oversight responsibilities on their subsidiaries.

Therefore, it is high time for all listed boards and management who have not reviewed and updated their governance policies to do so before publishing their annual reports.