Cssp Cw3 - Printing.docx

FACULTY OF ACCOUNTANCY, FINANCE AND BUSINESS BBBD3034 CASE STUDY IN SECRETARIAL PRACTICE COURSEWORK III COURSEWORK FEEDBACK FORM FOR WRITTEN REPORT

COURSE CODE/ COURSE TITLE: NAME OF STUDENT(s): ID No: 1. Bernard Ung Kee Sim 17WBR07897 2. Branden Lim Vun Khee 17WBR11374 3. Lim Min Min 17WBR07966 4. Teo Khoon Teng 17WBR03642 5. Tio Pei Ting 17WBR04487 6. Yapp Chun Yung 17WBR08036 PROGRAMME: YEAR OF STUDY: SEMESTER: ACADEMIC YE AR: GROUP NO: COURSEWORK NO: 1/2/3 NATURE OF COURSEWORK: MARKS ALLOCATED: (e.g. group WORD COUNT: 4784 /100 assignment)

Note: This form must be submitted together with the assessment grid/grading criteria used for the coursework.

PLAGIARISM STATEMENT KOLEJ UNIVERSITI TUNKU ABDUL RAHMAN FACULTY OF ACCOUNTANCY, FINANCE AND BUSINESS BBBD3034 CASE STUDY IN SECRETARIAL PRACTICE Bachelor of Business Administration (Honours) Year 3 COURSEWORK III

Plagiarism Statement We confirm that the submitted work are all our own work and are in our own words. No.

Name

1.

Bernard Ung Kee Sim

17WBR07897

2.

Branden Lim Vun Khee

17WBR11374

3.

Lim Min Min

17WBR07966

4.

Teo Khoon Teng

17WBR03642

5.

Tio Pei Ting

17WBR04487

6.

Yapp Chun Yung

17WBR08036

Programme: 3RCA Tutorial Group: 4 DATE: 14th March 2019

Student ID

Signature

ASSESSMENT GRID

Weightage (%)

Brief company history and background

5%

Contents The issues and problems are clearly 30% defined/identified and Addressed. Shows knowledge of the required subject areas. Reasoning and Analysis Analysis of suitable aspects of governance e 30% (values, governanc practices & frameworks of the organisation) in the Malaysian context. Evidence of independent research. Conclusion/solution/Recommendations 30% Sound and creative arguments, leading to a wellreasoned conclusion/solution/recommendation

Maximum Marks awarded 5

30

30

30

5

Style, systematic organisation and presentation in a clear and concise manner and format

5%

TOTAL

100%

100

Brief History and Background of Genting Berhad and Barakah Offshore Petroleum Berhad Genting Berhad is an investment holding and management company in Malaysia, which incorporated in 1968. In 1971, Genting decided to list itself on the Main Market of Bursa Malaysia. The vision set out by the founder Tan Sri Lim Goh Tong is to establish a mountaintop resort in Malaysia. Until today, Genting Berhad has been diversifying its business scope and having established numerous susidiaries in Malaysia, which include the Genting Plantations Berhad, Genting Malaysia Berhad, Genting Energy Limited and Genting Singapore Limited. The business operations of Genting spanning across the globe in many developing countries such as Singapore, India, Indonesia, China, United States, United Kingdom, Bahamas, Egypt and also in Malaysia. Besides, its business activities also have been expanded in many industries, which include in the areas of hospitality, leisure, oil palm plantations,

property

development,

oil

and

gas,

power

generation,

biotechnology and life science activities. Barakah Offshore

Petroleum

Berhad

is an

investment

holding

company for PBJV Group Sdn Berhad in Malaysia, which incorporated in 2012. PBJV is a company that having business activity which focuses on offshore pipeline services. The company has been an active oil and gas service provider since 2000 in Malaysia. Moreover, on 6 November 2013, Barakah Offshore Petroleum Berhad decided to list on the main market of Bursa Malaysia. Today, Barakah Offshore Petroleum Berhad’s business activities has always been leading in the oil and gas industry. Besides, the company’s business activities are separated into four pillars of businesses, which are EPCC onshore pipeline and construction, pipeline services, Topside Major Maintenance and Hookup Commissioning and Offshore Transportation and Installation (OIC).

1. Independence of the Board Independent director is the person that independent of management and release of any businesses or other relationship that may obstruct the implement of independent judgement or the obligation to act for the best interest of the company (Financial talking 2018). According to Practice 4.1 of MCCG, every company are encouraging to have at least half of the board members are independent directors. In the same concept has also mentioned in the Para15.02(1) of BMLR which the company should ensure that with minimum 2 directors or 1/3 of the board of directors depending on whichever is higher , are independent directors. In this case, Genting applied the practice which the company has total nine (9) board members and six (6) of them are independent directors which means in the board there are almost 67% of the board members are independent directors compared with Barakah Offshore Petroleum has total eight (8) members and four (4) of them are independent director but there are only around 50% of the board members are independent directors However ,this two companies have fulfilled the requirement of MMCG Practice 4.1 and BMLR Para 15.02 (1). This shows that Genting independent directors have more influence over the board decision making since they are able to act as “watchdog” for the company and contribute independent judgement in the decision making process with ensuring that the decision are in the best interest of the company as well as stakeholders. (The Economic Times 2013) Nevertheless, Barakah Offshore should increase the number of independent directors in the board of directors in order to assist the company to have different opinion in the board and able to ensure the decisions making processes are transparent and accountability to the shareholders as well as responsibility to the stakeholders. Based on Practice 4.2 of MCCG, every company could ensure the independent director tenure does not more than a cumulative term limit of nine (9) years. Genting failed to apply this practice since there are four (4) of the independent directors, comprises of Tan Sri Clifford Francis Herbert, Gen. Dato’ Seri DiRaja Tan Sri (Dr.) Mohd Zahidi (R) and Mr Quah Chek Tin, have been serving as an independent director in the company beyond nine (9) years. On

the other hand, for Barakah Offshore Petroleum, presently the longest serving independent director is only six (6) years, which means none of the independent directors have been serving for more than nine (9) years. In this case, Barakah Offshore has better performance compare to Genting. It is because, even Genting argue boards believe that independent directors long service would not affect their independent opinion and judgement but the longer of board service as independent directors could have the possibility of having close relationship between independent directors, the boards, and management (Malaysiakin 2018). This may lead the directors to be generous to their interest and during the board deliberations may cause lack of a robust challenge in the decision made by the boards. As a result, Genting should have a board refreshment in their board of directors. Practice 4.3 of MCCG has mentioned that the board of the company could have a policy to limits the tenure of the company independent directors to nine (9) years. However, Genting and Barakah Offshore Petroleum did not adopt to this practice without giving any explanation on the reason of not apply of this practice. Both of the companies should adopt this policy since it may cause erosion of the board objective if the company gives the independent directors long tenure. According to the INSEAD Business school research has stated that the independent directors’ performance and objective normally reach the turning point among around seventh (7) to eleventh (11) years. This turning point is the time for the independent directors has built up the advantages of institutional knowledge as well as the cost of entrenchment. After this point, the performance of the independent directors may shift from rigorous to complacency (Appendix 1). Therefore, Genting and Barakah Offshore Petroleum should adopt this policy in order to control the quality of the boards. In a nutshell, in the perspective of independent directors, Genting has arranged their independent well in the boards with a reason of Genting has allocate their independent director to chair all the committee and all of the members of nominating and audit and risk management committee are coming from independent directors. This shows that Genting is paying attention to the role of the independent directors in the board. In contract, even all members including the chairman of nominating are independent directors. But, Barakah Offshore audit committee does not include solely of independent directors and

this was against the practice 8.4 of MCCG. This indicate that Barakah Offshore is not limiting their power to conduct their duties. In overall, Genting independent director would have more involvement to the board and more transparency for their businesses compared with Barakah Offshore.

2. Transparency Transparency refers to the openness and willingness by a company to provide clear information not only its shareholders, but also their stakeholders. It could be in the form of disclosing financial performance figures that are true and fair (Bennis et al., 2010) Practice 6.1 of MCCG 2017 provides that the board should have policies and procedures to determine the remuneration of directors and also senior management while taking into account of the demands, complexities and also the performance of the company. Policies and procedures shall be reviewed periodically and made available on the company’s website. Genting Berhad (Genting) The company applied to this practice by establishing a formal remuneration policy for the Executive Directors (ED) and also its senior management in order to align with the business strategy and its long-term objectives and also its unlisted subsidiaries. Not only that, they have also reviewed their policies and procedures periodically and made it available on the company’s website i.e. www.genting.com. Some of the basis and factors that were taken into account while determining the remuneration are such as the financial performances of the Company and its unlisted subsidiaries, the general economic situation, current market practice and also the performance of each Executive Directors and the senior management. They have also taken information provided by independent consultants and survey data into account. Furthermore, the Board determines the fees of Non-Executive Directors (NED) and ED, their fees and benefits-in-kind as per approved by the shareholders at the Annual General Meeting. It is also to be noted that Directors do not participate in any decisions regarding their own remuneration packages. Barakah Offshore Petroleum Berhad (Barakah)

As for Barakah, they have departed from the practice i.e. it does not have a formal remuneration policy. The reason behind the departure is because the remuneration scale for the Group was structured by the Board with the inputs from human resource consultants and market data. It was also emphasised that the scale for employees was structured based on the study conducted by professional human resource consultants. The Board also, on an annual basis, carry out assessment of the ED, GPCEO and also the Chief Financial Officer’s performance. The NRC – who recommend the remuneration packages for the ED for Board approval, will facilitate the assessment. Not only that, the process is already provided in the Terms of Reference in the Board Charter.

Stakeholder relations management A good communication with stakeholders is a part of Corporate Government practices for the Company to ensure that the valuable information has passed to them. Besides that, if the Company did not adopt a stakeholder relations management framework in its policy, stakeholders may shy away because of lack of confident and less attractiveness in the company. Therefore, the company must disclose the reports to their stakeholders in a way of meaningful transparency and timeliness. Furthermore, a stakeholder can be any individual, group or organization who can place a claim in the Company’s resources or output. They might gain or loss in the company as a result of the business operation activities. With an effective stakeholder relations management is to influence stakeholders’ attitudes, decisions, and actions for mutual benefits. Therefore, ongoing engagement and communication with stakeholders builds a trust relationship and understanding towards the Company. It gives stakeholders an assurance of the company’s capability and the quality of its management. In the view of the Company’s perspective, the company would understand those expectations from stakeholders through their feedback, that can be used to develop a sound business strategy. The board has to take some necessary actions to ensure that all the decision making in the Company has been informed to its stakeholders. So that,

they are aware of the best practices using by the company, to achieve towards its objective and a set of common goals. Based on the Corporate Governance Report of Genting Berhad, the Company has complied with Practice 11.1 to adopt an effective stakeholder relations management to communicate with its stakeholders in a way of meaningful disclosure and transparency. 1It shows that Genting Berhad has a strong communication base system with its stakeholders to create a mutual respect and understanding of each other’s objective and expectations. Besides that, Genting Berhad has acknowledged the crucial of timely and equal dissemination of material information to its stakeholders, investors and as well as public at large, on its governance, the environment and social responsibilities. Moreover, they did separate the quarterly financial results to make an announcement to their fund manager, institutional investors and investment analysts to ensure that information has clearly reached to them. Genting Berhad has published its own website at www.genting.com which provides information such as the latest of annual reports, pass, releases, quarterly results, announcements and investor relations. And also, other relevant information or documents relating to corporate practices are made available in the website. It shows that there a certain high level of transparency can be found in one of those pillars. Apart from that, Genting Berhad also engaged in investor forums which held locally and aboard. They organised the meeting periodically, the main purpose is to ensure that both analysts and mangers have a better understanding of the business nature of the company. Based on the Corporate Governance Report of Barakah Offshore Petroleum Berhad, the company did comply with practice 11.1 to ensure all the information that has been disclosed to its stakeholders regularly. 2

The

company has encouraged a direct engagement with all the stakeholders, and they do aware of the expectations and concerns of the stakeholders. Bakarah Offshore Petroleum Berhad has done certain steps for interaction with various stakeholders such as conduct an AGM; briefings to their 1

Practice 11.1 of MCCG has provided that the Board ensures there is effective, transparent and regular communication with its stakeholders. 2 Practice 11.1 of MCCG has provided that the board ensures there is effective, transparent and regular communication with its stakeholders.

investment analysts, fund managers; and team building workshops with staff and clients; and lastly community work. The company has also provided its own website at www.barakahpetroleum.com. Based on two companies which are stated above, both of the Companies do have complied with effective stakeholder relations management framework in its own company and take into account when making decisions for the stakeholders’ concern. However, it shows that Bakarah Offshore Petroleum Berhad had complied a policy for timely disclosures of material information but not as strong as Genting Berhad. For example, Genting Berhad would organise the meeting or forums regularly to communicate with its stakeholders. Nevertheless, both of the companies did not adopt an integrated reporting. 3 However, Genting Berhad would review and preparing for the adoption of the integrated reporting based on globally recognised framework within 3 to 5 years. But, in the case of Bakarah Offshore Petroleum Berhad, they have claimed that they would consider to adopt integrated reporting based on the growth and market expectation of the company in the future. As a conclusion, Genting Berhad has performed better overall stakeholder relations management compared to Bakarah Offshore Petroleum Berhad. Genting Berhad has promoted greater transparency and responsibility to its stakeholders, especially the quality of management level in the Company. Therefore, both of company should consistency communication about how a company’s direction, performance and prospects lead to value creation.

3. Board diversity According to Board composition in Principle A of MCCG 2017, an effective board should comprise of a right group of people who possess appropriate combination of knowledge, experience, skills as well as independent elements which meet company’s objectives and strategic goals. Sufficient diversity and independence will be ensured in a right board composition. This is also can prevent the board from the culture of groupthink

3

Practice 11.2 of MCCG has provided that large companies to adopt integrated reporting based on a globally recognised framework.

and blind spots when making important decisions for the company. It also enables the board to respond to the challenges with the equipped knowledge and skills. The intended outcome 4.0 outlines that the board should possess diverse perspectives and insights during the decision making process in order to act at the best interests of company. Diversity on Board is an important element to sustain performance. This will enable the expansion of perspectives at the top. Therefore, company is encouraged to appoint the Board members who are at different ages, and with different kind of expertise, educational background. Practice 4.4 explains that the appointment of board and senior management shall ne according to the necessary criteria such as diversity in experience, skills, age, gender and cultural background. Barakah Offshore Petroleum has applied Practice 4.4 where the company has Nominating and Remuneration Committee has been evaluating and recommending the Board members and senior management that the Board thinks fit in terms of skills, experience, age, culture background and gender. The recruitment and appointment guidelines of Board members has been established by Nominating and Remuneration Committee as part of its Terms and Reference. Although there is no formal policy formed, the Board declares that they appoints the Board members without discrimination on ethnicity, gender and age. The Nominating and Remuneration Committee will recommend few potential candidates to the Board, then the Board will made final decision whether or not to appoint such candidates based on company’s objectives and requirement. Genting Berhad has also applied Practice 4.4 where the Board has recruited and appointed Board members by selecting the right candidates based on their skill set, working experience, knowledge, etc. The Board has always been ensuring the dynamic and diversity of the Board by appointing Board members who possess wide range of knowledge and experience. According to its website, one of the INED of the Board, Tan Sri Clifford Francis Herbert was a member of Securities Commission (SC) from 1993 to 1994 where he was an important personnel in establishing SC. Prior to his appointment as a Board member of Genting, he was also a Board member of Institute of Strategic and International Studies for 8 years since 1989. In addition, he was appointed as Secretary General to the Minister of Finance and

alternate Governor to the World Bank. The remaining Board members has also possessed different positions during their past working experience. Therefore, it is very obvious that Genting’s Board of Directors has very wide range of experience in different areas whereby they are suitable candidates to be appointed as Board member. This is because with the knowledge gained in their past experience, they will be able to provide reliable and logical strategy to support the management. Practice 4.5 outlines that company is encouraged to have at least 30% women directors on Board. It is believed that company which is having women directors will be dealing with risks more effective. Women will do better when addressing the issues of employees, customers, shareholders, and communities. Based on the research by Catalyst, there is a significant link between women directors and company reputation (Arguden, 2012). Women directors do serve a role model not only in family but also in workplace; thus, improving women employees’ working performance and also increase company’s reputation and image. Both Genting Berhad and Barakah Offshore Petroleum did not fully apply Practice 4.5 where at least 30 %of women directors on Board. Barakah currently has only one woman director out of the eight directors. Moreover, Barakah does not have specific policy on gender for appointment of Board member. Thus, the appointment of Board members was dependent on the suitability of that candidate without any gender discrimination. Barakah is aware of the absence of such policy and consider to adopt one in the future in order to ensure the Board diversity especially in term of gender. Whereas Genting is also having only 1 female director out of eight. Therefore, both companies shall appoint more female directors on Board so that diversity in term of gender is achieved. Board diversity in term of ages, Barakah is having most of the Board members who are younger than Genting’s. Most of the Board members of Barakah are between 30 and 50, whereas Genting is having 87.5% Board members who are above 55 years old. Therefore, we could see that Board members of Genting might have more past experience than Barakah. Whereas the younger Board members of Barakah might bring more creative and dynamic perspectives based on the need for technology savvy to manage market disruption.

4. Board Committees Board committees is composed of board members and authorized to perform specific functions, programs or projects specified by the board of directors. The important committees of the Board which include:

Nominating committee The Nominating Committee will assess the boards of their respective companies and review the skills and characteristics required for board candidates and to make recommendations on the appointment of the board of directors and the highest level of executive management below the board (James, 2018).



Remuneration committee The remuneration committee is to ensure that remuneration arrangements support the strategic objectives of the business, to decide and approve an appropriate incentive policies to attract, retain and motivate directors and related matters payable to other directors (hariharan, 2015).



Audit committee The Audit Committee focuses on corporate governance, particularly the company's internal controls and financial accounting systems (James, 2013). One of the role is to supervise the company's financial reporting process and disclose its financial information to ensure its correctness, adequacy and credibility of the financial statements (hariharan, 2015).

The comparison between Genting Berhad and Barakah Offshore Petroleum Berhad in Board Committees as follow:

Nominating committee –

According to Practice 4.6 MCCG 20174, Genting did not apply with this practice while Barakah applied. The explanation given by Genting in the corporate governance report is because the Board did not use the independent source which recommend by Nominating Committees to decide the suitable candidates of directors. But for Barakah, the Board

4Practice

4.6 MCCG 2017: In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing board members, management or major shareholders. The board utilizes independent sources to identify suitably qualified candidates.

have taken the recommend from the Nominating Committees and third parties as well which said in the report. –

According to Practice 4.7 MCCG 20175, both companies have applied with this. For Genting, the Nominating Committees is chaired by Tan Sri Dr. Lin See Yan (Senior INED of the company). For Barakah, the Nominating Committees is chaired by En. Sulaiman Bin Ibrahim (Senior INED of the company).



Remuneration committee –

According to Practice 6.1 MCCG 20176, Genting is applied with this practice and has established a formal remuneration policy for executive directors and senior management, reviewed it regularly and made available on the company’s website. But for Barakah, this company has no a formal remuneration policy and the remuneration scale of the employees of the Group was prepared based on the research conducted by the Professional Human Resources Consultant in 2014.

–

According to Practice 6.2 MCCG 20177, both companies are applied with this practice. Both companies has established a Remuneration Committees to implement its policies and procedures for the company.



Audit committee –

According to Practice 8.1 MCCG 20178, both companies have applied with this practice. For Genting, the chairman of Audit Committees is Tan Sri Dr. Lin See Yan which is an INED of the company and not be the Chairman of the Board. For Barakah, the company has appoint two different person the chair the Board and Audit Committees.

5

Practice 4.7 MCCG 2017: The Nominating Committee is chaired by an Independent Director or the Senior Independent Director. 6 Practice 6.1 MCCG 2017: The board has in place policies and procedures to determine the remuneration of directors and senior management, which takes into account the demands, complexities and performance of the company as well as skills and experience required. The policies and procedures are periodically reviewed and made available on the company’s website. 7 Practice 6.2 MCCG 2017: The board has a Remuneration Committee to implement its policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of board and senior management. 8 Practice 8.1 MCCG 2017: The Chairman of the Audit Committee is not the Chairman of the board.

–

According to Practice 8.2 MCCG 20179, both companies have applied. For Genting, the company has revised to include cooling-off period (at least two years) to safeguard the independent of audit report. For Barakah, the company has adopted policies and procedures an external auditors which include the cooling-off period to re-appoint the former key auditor partner.

–

According to Practice 8.3 MCCG 201710, both companies have applied. For Genting, the Audit Committee is satisfied with the suitability and independence of the external auditor in the quality and capacity of the services provided. For Barakah, The Audit Committee has adopted the External Auditor (EA) policies and procedures, including the use of the checklist provided in the Corporate Governance Guide to assess the performance and independence of the EA to assess the applicability and independence of the EA.

5. Participation at General Meeting Participation of General Meeting is significant for a company to fully conduct. General meeting’s purpose is for the directors of the company and senior management to invite and engage company shareholder to promote understanding with company business activity, corporate governance and performance. According Principle C, Corporate Reporting and Meaningful Relationship with company Stakeholders MCCG 2017, a valid meeting must Properly Conducted in accordance with the Rules governing during the general meeting. The intend outcome of 12.0 outlines that during a general meeting, shareholder can exercise their own rights and expressing their personal views to the board and senior management such as ask questions, provide views and vote at general meetings. Practice 12.1, serving of notice of Annual General Meeting shall be at least 28 days before the date of the meeting. However, in the Companies Act 2016, it only required at least 21 days before the date of the meeting.

9

Practice 8.2 MCCG 2017: The Audit Committee has a policy that requires a former key audit partner to observe a cooling-off period of at least two years before being appointed as a member of the Audit Committee. 10 Practice 8.3 MCCG 2017: The Audit Committee has policies and procedures to assess the suitability, objectivity and independence of the external auditor.

Genting Berhad has fully applied with Practice 12.1 as serves the notice of the Annual General Meeting of company shareholders at least 28 days before the date of meeting for the financial year. However, the Barakah Offshore Petroleum did not fully apply Practice 12.1. They had followed their own Constitution. According the Constitution, the notice of AGM shall be served at least 21 days before the date of meeting for the financial year. In practice, Barakah had given the notice of Annual General Meeting of company shareholders by using more than 28 days before the date of the meeting. To be in line with this requirement of Practice 12.1 MCCG 2017, Barakah will endeavour to formalize this

practice

into

their

relevant

corporate

documents and policies. Besides that, according to practice 12.2, to effectively engage shareholders,

all

the

company

director

shall

attend

the

general

meetings. During the general meeting, risk management, audit, nominating and other committees must provide a meaningful response to answer the shareholders question. Genting has applied with Practice 12.2. The Directors’ attendances during the financial year 2017 are properly conducted. There wasn’t any director absent from the AGM held in financial year 2017. The details number of Genting Directors’ attendances are showed the applied with practice 12.2. Such as Tan Sri Lim Kok Thay, Mr Lim Keong Hui and Datuk Chin Kwai Yoong was attending the general meeting as 5 five out of five times. Dato’ Dr. R. Thillainathan, Tun Mohammed Hanif bin Omar, Tan Sri Foong Cheng Yuen and Tan Sri Dr. Lin See Yan, was four out of four. Besides that, the role of the Chairman of audit, risk management, nominating and other committees also successful lead the board effectively. They are encouraging the shareholder to ask questions with

resolution

and their contribution

and

provide a

meaningful response to answer the question. Barakah has also applied Practice 12.2. All the company director was fully attended the Annual General Meetings including the Chairman and all Committees. The role of the Chairman of the audit, nominating, risk management and other committees also successful lead the board effectively, and encourage to contribute and provide a meaningful response to answer the shareholders. Therefore, before shareholder exercise their voting right, the session for question and answer is successfully allocated for every resolution.

Moreover,

under

practice

12.3,

for

the

larger

number

of shareholders' company, they were allowed to leverage the technology to facilitate shareholders participate and improve the Proceeding of general meeting such as voting and remote shareholder participation. Both Genting and Barakah did not fully apply Practice 12.3 MCCG 2017. For Genting, there are currently convened its General Meeting in a specified venue which is 26th Floor, Wisma Genting. Besides that, the resolution of the general meeting was put forth voted by the company member who present personally. To ensure the accurate recording the votes and resolutions discussion by shareholders, Genting applied the Electronic voting system and the meeting is voting by poll. Genting also states the Practice 12.3 is leverage on technology is a new concept and their company will spend more time to study the availability of the hardware and software as well as writing the successful programs to facilities such mode of voting in the general meeting. For Barakah, it has convened its general Meeting in a specified venue which is Petaling Jaya, Selangor, a conveniently accessible location. Besides that, the company also not use taking the technology skill such as remote participation by shareholders and voting in absentia during the General Meeting. The company also applies, the Company Act 2016, Section 332 voting by poll. To ensure all voting by shareholders who present in person or by proxy are accurately recorded. Participate

of

C, Corporate Reporting

General and

Meeting

Meaningful

in

term

Relationship

of

Principle

with

company

Stakeholders MCCG 2017. Barakah is most focused on the properly conducted with practice 12.2. However, Genting was fully applied the practice 12.1 and 12.2. Therefore Genting might have more participate in general meeting compare with the Barakah.

Conclusion As a conclusion, both the companies did not fully comply with all the practices laid out in MCCG 2017. For example, having at least 30% of the Board member to be female. However, by comparing the two companies, it can be seen that Genting has applied more practices compared to Barakah i.e. Practice 6.1 and 12.1. Having said that, both the companies has tried to comply with the practices such as Practice 11.1. The Acts serves as the rules in the corporate world while MCCG serves as the principle. Unlike the Sarbane Oxley Act in the United States, the MCCG 2017 only serves as a guideline for companies in Corporate Governance and urges companies to comply with. However, it is vital for companies to do their best to comply with all of the Practices to promote good governance in corporate affairs, even though the rules may allow a certain action e.g. providing ESOS to Independent Directors, which is allowed under Companies Act 2016, as long as it is not substantial i.e. more than 5%. The role of company secretary is transitioning from being a supportive party to becoming one of the key personnel in an organization in order to assist and ensure the Board and management follow the CG best practices while executing their duties. Perhaps the Company Secretaries could be more keened in encouraging the companies in complying with the MCCG, or even enlighten the Board about the benefits and the rationale behind complying with the MCCG. The Company Secretary can even work with the Independent Directors in persuading the Board and the related parties.

References 1. Arguden, Y., 2012, ‘Why Boards Need More Women’, viewed 8th March 2019, 2. Bennis, W., Goleman, D. & O’Toole, J. 2010, ‘Transparency: How Leaders Create

a

Culture

of

Candor’,

Viewed

8

March

2019,

3. Cornelissen, J., 2011, ‘Corporate Communication: A Guide to Theory and Practice’,

Viewed

8

March

2019,

4. Corporate Governance Guide Pull-Out 1, 2018, ‘Guidance on Board Leadership

and

Effectiveness’,

viewed

11

March

2019,

5. Financial talking, 2019, ‘Definition of Independent Directors’, viewed 11 March

2019,

<

https://www.financetalking.com/_popup-financial-

glossary.php?id=532> 6. hariharan, 2015, ‘Board Committees and its importance’, viewed on 10th March 2019, 7. James, 2013, ‘What is Audit Committee’, viewed on 10th March 2019, 8. James, 2018, ‘Nominating Committee’, viewed on 10th March 2019, 9. MalaysiaKini , 2018, ‘On independent directors in listed companies’, viewed 11 March 2019, < https://www.malaysiakini.com/letters/431429> 10. The Economic Times, 2013, ‘Who are independent directors and what role they

play’,

viewed

11

March

2019,

<

https://economictimes.indiatimes.com/slideshows/corporate-industry/whoare-independent-directors-and-what-role-theyplay/slideshow/17853907.cms>

Appendices Appendix 1:

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: 100%

Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time

50%

Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks Group member did not contribute to the group effort or volunteer for tasks

0%

Group member attended no meetings and made no contributions to the assignment

Name of student: Bernard

Ung Kee Sim

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Branden Lim Vun Khee

100%

50%

0%

.......... %

2. Lim Min Min

100%

50%

0%

.......... %

3. Teo Khoon Teng

100%

50%

0%

.......... %

4. Tio Pei Ting

100%

50%

0%

.......... %

5. Yapp Chun Yung

100%

50%

0%

.......... %

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: 100%

Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time

50%

Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks Group member did not contribute to the group effort or volunteer for tasks

0%

Group member attended no meetings and made no contributions to the assignment

Name of student: Branden

Lim Vun Khee

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Bernard Ung Kee Sim

100%

50%

0%

.......... %

2. Lim Min Min

100%

50%

0%

.......... %

3. Teo Khoon Teng

100%

50%

0%

.......... %

4. Tio Pei Ting

100%

50%

0%

.......... %

5. Yapp Chun Yung

100%

50%

0%

.......... %

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: 100%

Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time

50%

Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks Group member did not contribute to the group effort or volunteer for tasks

0%

Group member attended no meetings and made no contributions to the assignment

Name of student: Lim

Min Min

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Bernard Ung Kee Sim

100%

50%

0%

.......... %

2. Branden Lim Vun Khee

100%

50%

0%

.......... %

3. Teo Khoon Teng

100%

50%

0%

.......... %

4. Tio Pei Ting

100%

50%

0%

.......... %

5. Yapp Chun Yung

100%

50%

0%

.......... %

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: 100%

Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time

50%

Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks Group member did not contribute to the group effort or volunteer for tasks

0%

Group member attended no meetings and made no contributions to the assignment

Name of student: Teo

Khoon Teng

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Bernard Ung Kee Sim

100%

50%

0%

.......... %

2. Branden Lim Vun Khee

100%

50%

0%

.......... %

3. Lim Min Min

100%

50%

0%

.......... %

4. Tio Pei Ting

100%

50%

0%

.......... %

5. Yapp Chun Yung

100%

50%

0%

.......... %

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with

100%

Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks

50%

Group member did not contribute to the group effort or volunteer for tasks Group member attended no meetings and made no contributions to the assignment

0% Name of student

Tio Pei Ting

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Bernard Ung Kee Sim

100%

50%

0%

.......... %

Branden Lim Vun Khee

100%

50%

0%

.......... %

3. Lim Min Min

100%

50%

0%

.......... %

4. Teo Khoon Teng

100%

50%

0%

.......... %

5. Yapp Chun Yung

100%

50%

0%

.......... %

2.

PEER EVALUATION FORM The basis of evaluation is your group member’s commitment to completing the coursework and to their regard for other members of the group. It should be based on the contribution given by each member and his/her involvement in the coursework. This evaluation form must be submitted otherwise zero appraisals will be recorded against the name of the member concerned. Group members may be appraised on the following basis: 100%

Group member attended all group meetings or if unable to attend, contacted the group in advance and came to an alternative arrangement that the majority of group members were happy with Group member contributed to group discussions Group member always offered to help or volunteered for tasks Group member completed assigned tasks on time

50%

Group member missed group meetings without making alternative arrangements with other group members Group member only partly completed assigned tasks or poorly completed the tasks Group member did not contribute to the group effort or volunteer for tasks

0%

Group member attended no meetings and made no contributions to the assignment

Name of student: Yapp

Chun Yung

Programme: 3RCA Tutorial group: 4 Place the name of each member in your group in the space provided below. Appraise each of the members in your group by circling ONLY ONE of the totals shown below or by filling in the appropriate percentage in the last column. GROUP MEMBER

ASSESSMENT

Other %

1. Bernard Ung Kee Sim

100%

50%

0%

.......... %

2. Branden Lim Vun Khee

100%

50%

0%

.......... %

3. Lim Min Min

100%

50%

0%

.......... %

4. Teo Khoon Teng

100%

50%

0%

.......... %

5. Tio Pei Ting

100%

50%

0%

.......... %