MALAYSIA Law and Practice Contributed by: Dato’ Tan Yee Boon, Stephanie Chan Pik Jia and Joaana Keng Li Xin, David Lai & Tan
given, including the consideration, if any, received as a result of the event giving rise to the change; and • such events and matters affecting or relating to the director as necessary for compliance with CA 2016. In respect of public listed companies, Section 232 (1) of CA 2016 requires a public company to keep and maintain a copy of every director’s ser - vice contract with the company – or with its sub - sidiaries – available for inspection, where such service contract is defined as, as per Section 231 of CA 2016, a contract under which (i) the director of the company undertakes personally to perform services, as a director or otherwise for the public company or for a subsidiary of the public company, or (ii) services are performed by a director of the public company or are oth - erwise made available via a third party to the public company, or to a subsidiary thereof. Further to the foregoing, a company’s direc - tors are required to prepare a directors’ report for each financial year, which must be attached to the financial statements in accordance with Section 252 of CA 2016. This report must detail, with clear distinction, the fees and other benefits received or receivable by the directors from the company or its subsidiaries as payment for their services. Furthermore, publicly listed companies must pro - vide comprehensive disclosures in their annual reports regarding the remuneration of their direc - tors and officers pursuant to the Listing Require - ments. This includes the total amounts paid or payable to each individual, covering items such as directors’ fees, salaries, bonuses, commis - sions, benefits-in-kind and other forms of com - pensation.
Malaysian companies, especially those listed on Bursa Malaysia, are subject to stringent disclo - sure obligations concerning directors’ and offic - ers’ remuneration. These measures are designed to uphold high standards of corporate govern - ance and protect stakeholders’ interests. 5. Shareholders 5.1 Relationship Between Companies and Shareholders By holding shares, shareholders are essentially the owners of a company, with rights and pow - ers typically outlined in CA 2016 and the com - pany’s Constitution. Public listed companies are additionally subject to regulations and disclo - sure requirements enforced by the SC and Bursa Malaysia, ensuring transparency and protection of shareholders’ interests. The MCCG further provides best practices for responsible manage - ment and stakeholder engagement. The shareholders possess rights proportional to their shareholdings, such as receiving dividends declared by the company; attending, participat - ing in and speaking at general meetings; and voting on significant matters – ie, appointing and removing directors. While shareholders hold ownership, the day-to-day management of the company is entrusted to the Board and execu - tive officers, as mentioned in the foregoing. In respect to the publicly available records of shareholders, companies are required to main - tain a share register recording the names and shareholdings of all shareholders. Such informa - tion is also available in the company’s annual return, For public listed companies, annual reports disclose the substantial shareholders (those holding 5% or more) and sharehold - ers who also serve as directors. Furthermore,
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