MALAYSIA Trends and Developments Contributed by: Dato’ Tan Yee Boon, Stephanie Chan Pik Jia and Joaana Keng Li Xin, David Lai & Tan
accountability for decision-making related to the management of the sustainability risks and opportunities of the company. The Code com - prises five fundamental principles, including decision-making and strategic oversight; culture and commitments; risk governance and internal controls; sustainability, disclosure and transpar - ency; and data protection. Expanding the Scope of Disclosure for Conflict of Interest Involving a Director Bursa Malaysia amended the MMLR and AMLR, requiring the disclosure of any conflict of inter - est involving a director to include the nature and extent of such conflict of interests, as well as disclosure of potential conflicts of interest relat - ing to interest in any competing business. Further Transparency in New Issue of Securities Bursa Malaysia’s amendment of the MMLR and AMLR also required a listed issuer, effective as of 2 January 2025, to: • disclose, on a quarterly basis, the price issu - ance date, issuance date, number of secu - rities issued and/or allotted and the issue price, including the basis of price fixing for a staggered issuance of securities; • submit, to Bursa Malaysia, the source of funds for the payment by each “place” , including the details of any beneficial owner of such securities; and • disclose the remuneration of chief executives in the annual report. The amendments also imposed an upper limit of 50% of the issued shares of a listed issuer for any convertible debt securities, and extended the chain listing requirement to a listed issuer who wishes to list its subsidiaries on a foreign stock exchange.
Under Practice Note 17 of the MMLR and Guid - ance Note 3 of the AMLR, an affected issuer is not prohibited from undertaking any interim corporate proposal prior to its regularisation plan, unless such interim corporate proposal is allowed by Bursa Malaysia. Code of Ethics for Company Director and Company Secretary (the “Code of Ethics”) The company director and company secretary roles are key to ensure legal compliance, accu - rate records, effective shareholder communica - tion, risk management, sound governance and transparent operations. The Companies Com - mission of Malaysia (CCM) issued the Code of Ethics on 11 September 2023, which came into force on 1 January 2024. The Code of Ethics was formulated to enhance corporate govern - ance and corporate behaviour, with a view to achieving the following objectives: • establishing standards of ethical conduct for company directors based on the acceptable beliefs and values one upholds; • upholding the spirit of accountability and transparency in line with the legislations, regulations and guidelines governing a com - pany; and • promoting the sustainability of a company by pursuing ESG strategies in its business. The Companies (Amendment) Act 2024 (the “Amendment Act”) – Reporting of Beneficial Ownership Information The Amendment Act, which came into force on 1 April 2024, establishes a robust framework for the reporting of beneficial ownership in Malaysia, aimed at strengthening corporate transparency and meeting international standards and prac - tices, such as those of the Financial Action Task Force (FATF) and the Organisation for Economic Co-Operation and Development (OECD). The
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