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Companies Act 2016: Changes and Implications to Company Directors

Date: 17 April 2017 (9.00am - 5.00pm)
Venue: Securities Commission Malaysia

The Companies Commission of Malaysia (SSM) recently announced that the Companies Act 2016 has come into force, in stages, starting from 31 January 2017. The Act aims to strengthen corporate governance and promote higher accountability among directors. While the Act will increase the ease of doing business and make Malaysian company law more competitive and flexible, this also means that higher expectations will be placed on directors to shoulder more responsibility and ensure that companies are managed properly.

The programme aims to provide an insight into the new Companies Act 2016 and the changes to the laws which govern corporate bodies and their Board of Directors. In view of the Companies Act 2016 which has come into force and its reforms to our corporate landscape, it is pertinent that company directors keep abreast of the forthcoming changes and its impact on them. 

  • Programme Delivery

    Programme Objective

    The objective of this programme is to acquaint participants with a good understanding of the changes and new laws of the Companies Act 2016, especially those affecting company directors. This will enable them to discharge their roles and responsibilities effectively and to ensure compliance.

    Learning Outcomes

    Upon completion of this programme, participants will be able to:
    • outline the new Companies Act 2016 Framework on Governance
    • discuss the new framework for decision-making by general meeting and its interaction with the Board of Directors
    • explain the new framework in relation to shareholder empowerment
    • apply the new restructuring options for companies facing financial or operational predicament and
    • discuss the challenges and opportunities in implementing Companies Act 2016 

    Methodology

    Interactive presentations and Question-and-Answer sessions

    Target Audience

    CMDP Alumni, Company Directors, Company Secretary and the Public (Interested to know on the Companies Act 2016)

    Speaker's Profile

    MS.SINGH is currently the Program Manager identifying the training development needs of external stakeholders, conducting research, developing and delivering training modules related Companies Law. She is a prominent trainer/speaker on the topic of New Companies Act 2016. She has conducted numerous trainings on this topic nationwide in year 2016. She was appointed as the Head of Surveillance Unit and has served as Senior Investigating Officer investigating serious fraud and breaches of corporate governance and corporate hijacking cases. Before serving as Investigating Officer, she was a Senior Legal Officer in Legal Services Department heading a dedicated Anti-Money Laundering / Counter Financing of Terrorism unit. She was delegated with the secretariat task for the Sub-Committee on Non-Profit Organizations in Malaysia. She has been actively involved in numerous projects on counter financing of terrorism organized by United Nations Terrorism Executive Directorate.

    She graduated with Bachelor of Law (Hons) from University of London in 1995 and she obtained her Certificate of Legal Practice Certificate in 1998. She had been admitted as an Advocates & Solicitor of the High Court of Malaya in 1999. She has practiced as Advocate & Solicitor for 8 years as a litigator and corporate lawyer. She is a prominent speaker and trains on topics such as directors and company secretaries roles and responsibilities, common offences committed under Companies Act 1965, roles and responsibilities of Designated Non-Financial Businesses and Professions in Combating Money Laundering and Financing of Terrorism, Corporate Governance , Common Corporate Governance, Fraud and Corporate Hijacking Offences Committed by Company Directors in Malaysia, Managing and Registering Statutory Books under Companies Act. She is also a trainer registered with Pembangunan Sumber Manusia Berhad and also a Certified Trainer for Certificate IV in Training and Assessment by Australia. Currently she is conducting research in the Non Profit Organization sector in Malaysia.
  • Programme Outline

    Monday, 17 April
    8.30 am Registration 
    9.00 am Speaker: Madam Ravin Singh
    Incorporation and Capital Maintenance 
    • Incorporation and types of companies - changes in procedures and types of companies
    • Constitution of companies - effect of non-adoption of constitution and common seal
    • Disclosure and filing requirements
    • Shares - changes in procedures and processes
    • Dividends - new requirements and compliance
    10.30 am Coffee/ Tea Break
    10.45 am Procedures of Meetings and Resolutions for Members and Proxies
    • General Meetings - Procedures and changes, convening of EGMs, members' class meetings
    • Changes in the mode of passing members' resolution in writing and the prescribed procedures
    • Passing of resolutions at meetings of members in substitution of EGMs 
    • Proxies - Change to rules on appoitment of proxies and role of proxies
    • Rights and requirements affecting public companies
    12.30 pm Networking Lunch
    2.00 pm The Changed Roles of the Board, Management and Shareholders 
    • Changes in the powers and responsibilities of the Board of Directors and the management under the proposed new Companies Legislation
    • Increased powers of shareholders in the management of the company
    • Increased responsibilites and accompanying liabilities of directors and officers of the company and in particular the standard of care/ statutory duty of care, defences available to directors (including Business Judgement Rule)
    3.30 pm Coffe/ Tea Break
    3.45 pm A Showcase of the New Possibilities for Restructuring
    • Schemes of arrangement 
    • The introduction of the Corporate Voluntary Arrangement
    4.30 pm Question and Answer Session
    5.00 pm  End of Programme
  • Programme Fees

    RM 950 + 6%GST = RM 1007