Module 2
Boardroom Dynamic
Facilitator
UTHM : Prof. Dr. Wan Fauzi @ Wan Fauziah Wan Yusoff
JCS :
Course Synopsis
The boardroom dynamic module is designed to provide information on the board of directors (BOD) as the governing body of a
corporation. The main topics cover the board of directors' duties and responsibilities, types of directors, board charter, and
corporate liability under MACC Act Sec 17A. The participants will also be able to enhance their knowledge and understanding of
the board of directors through case studies discussion. As the board acts as the elected representatives of the shareholders
(owners) and holds the ultimate authority in overseeing the company's direction and performance e ffective boards lead to stronger
company performance.
Course Objectives
The module is designed the achieve the following objectives:
Objective 1: Provide knowledge and understanding of types of directors and the Board of Directors’ duties and responsibilities.
Objective 2: Understanding of Board composition, structure & process
Objective 3: Understanding of Board charter and its application to the corporation
15-16 May 2024
Objective 4: Equip participants with a clear understanding of board liability
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
2.1 Types of directors Executive and non-executive 2
directors
Definition
Roles and responsibilities
Independent directors
Definition
Roles and responsibilities
Shadow directors
Definition
Roles and responsibilities
Alternate directors
Definition
Roles and responsibilities
2.2 Director’s duties and Legal responsibilities of 2
responsibilities directors
Fiduciary duties
Statutory and regulatory
responsibilities of directors
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
Statutory duties
Composition and structure
Board composition, board
structure, board diversity.
Director’s committee
Audit committee, risk
management committee,
remuneration and
nomination committee.
Terms of references
Definition and purpose of
TORs in corporate
governance.
Benefits of using TORs in
various contexts.
Relationship of TORs to
other governance
documents.
Board Practice
The Khazanah Nasional
Berhad's Green Book
2.3 Board Structure & Composition 2
Process
Structure
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
Board Committee
Renumuration / Nomination
Risk
Board Meeting
Circular Resolutions
2.4 Board Charter Definition of board charter 3
What is a board charter?
Importance of board charters
in corporate governance.
Key components of the board
charter
Board function, board
process, board dynamic.
Developing and implementing
board charter
Legal and regulatory
requirements for board
charters in Malaysia.
Different types of board
charters.
2.5 Corporate Liability Definition and concept 2
(MACC Act Section MACC
17A / Company Act) Corporate liability under
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
Section 17A
The importance of
demonstrating due diligence
and implementing adequate
anti-corruption measures
Internal perspectives
(employees)
External perspectives
(stakeholders)
Organizational
responsibilities to prevent
and detect corruption.
Awareness
Programme
implementation.
Monitoring
Individual's role in upholding
ethical conduct and reporting
suspected corruption.
Ethics application
Whistle-blowing reporting.
2.5 Case Study KPJ announces board revamp 3
Reflection due to JCorp's internal
restructuring.
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
The Edge Malaysia, Friday, 08
May 2020
KUALA LUMPUR (May 8): KPJ
Healthcare Bhd has made a
major revamp to its board of
directors, with the appointment
of five new board members and
the resignation of five existing
ones, primarily due to an
internal restructuring of the
Johor Corp Group of
Companies.
The revamp sees the entry of
Johor Corp's chief financial
officer Rozaini Mohd Sani and
Johor Corp's chief investment
officer Shamsul Anuar Abdul
Majid as new non-independent
and non-executive directors.
Former Bank Muamalat Bhd
chief executive officer Datuk
Mohd Redza Shah Abdul Wahid
also joined the group as
independent and non-executive
director, together with
Khairuddin Jaflus, who was
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
formerly the executive vice-
president/head of group-wide
transformation at RHB Bank
Group. Another new
independent and non-executive
director is Datuk Dr Sivamoham
S Namasivayam, a consultant
obstetrician and gynaecologist
at KPJ Damansara Specialist
Hospital.
The ones exiting the group due
to the internal restructuring
mentioned above were
executive directors Aminudin
Dawam and Jasimah Hassan,
as well as non-independent and
non-executive director Wan
Azman Ismail. Independent and
non-executive directors Datuk
Dr Zaki Morad Mohamad Zaher
and Datuk Dr Bajit Kor Teja
Singh have also resigned to
pursue their own interests.
The changes took effect
yesterday (May 7), KPJ
announced in a series of stock
exchange filings today. The
hospital operator is 45.43%-
controlled by Johor Corp, the
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
investment arm of the Johor
state government.
With the changes, KPJ's new
board of directors now
comprises 13 people, led by
chairman Datuk Yusli Mohamed
Yusof, who is also an
independent non-executive
director, and managing director
Datuk Amiruddin Abdul Satar,
who is the group's sole
executive director.
Other than Yusli, there are eight
other independent non-
executive directors, namely
Professor Datuk Dr Azizi Haji
Omar, Christina Foo, Datuk
Mohd Radzif Mohd Yunus,
Datuk Dr Ngun Kok Weng,
Mohamed Ridza Abdulla, Mohd
Redza, Dr Sivamohan, and
Khairuddin.
The remainder three are non-
independent and non-executive
directors, namely Datuk Seri Dr
Mohamed Azahari Mohamed
Kamil, Rozaini, and Shamsul
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
Anuar.
KPJ's shares closed unchanged
at 87 sen today, giving it a
market capitalisation of RM3.72
billion, after 1.76 million shares
were exchanged.
Reflection Points
1. What types of directors
(independent, non-
independent, etc.) might be
most crucial for ensuring
effective oversight and
strong company
performance?
2. How can the board
leverage the concept of a
board charter to clearly
define director duties and
responsibilities, potentially
improving corporate
governance?
3. Why might understanding
MACC Act Sec 17A be
particularly important for
some board members
(e.g., independent
directors) compared to
15-16 May 2024
Proposed Revised
No Course Outline
Course Details Hours Course Outline Course Details Hours
others?
Expected & Common Issue on this topic:
1.
15-16 May 2024