Terms of Reference
The terms of reference of the CLRC are as follows:
- To undertake a fundamental review of core company law governing the formation, management and termination of companies with a view of recommending legal reforms and/or amendments to the Companies Act 1965;
- To consider any legal and regulatory changes that need to be made in order to modernize company law so as to accommodate changes in information and communications technology and to enable company law to meet current and future needs of business;
- To consider the relationship between company law and non-statutory standards of corporate behaviour;
- To consider the relationship between the Companies Commission of Malaysia (CCM) and other regulatory authorities regulating the corporate and business activities with a view to a reallocation of jurisdiction to the most suitable regulatory authority in order to reduce duplication and conflict in enforcement of the legal and regulatory framework affecting corporate and business activities;
- To consider the need for a reformulation of the role of CCM in enforcement actions and sanction in particular to determine the appropriate mix of civil and criminal sanction;
- To undertake a comprehensive review of the legal and regulatory framework that affects the business activities of a company that has implication for company law, including but not confined to review of other laws that CCM administers;
- To consider whether the existing legal forms of business vehicles i.e. the partnership and the corporate forms are able to provide alternative and adequate choice of establishing legal forms of business entities; and
- To make any other recommendations as the committee deems fit.
The powers exercisable by the CLRC are conferred upon it under section 20 of the Companies Commission of Malaysia Act 2001. Section 20 provides that CCM may delegate any of its powers conferred upon it pursuant to section 19 of the Companies Commission of Malaysia Act 2001 and CCM has delegated to CLRC such powers to carry out such activities and do all such things that are necessary and advantageous and proper to enable the CLRC to meet the objectives of the review and effectively perform its terms of reference. The powers exercisable by CLRC include the following:
- To appoint working groups entrusted with the task of formulating and/or drafting detailed contents of proposed amendments to existing legislation or proposing new legislations;
- To carry out consultations with professional bodies, industry groups, experts, regulatory authorities and other persons in relation to proposed legislations and recommendations of new rules and/or amendments to existing legislations;
- To publish key documents and exposure drafts for consultation and comments; and
- To propose and develop corporate law policies for consideration.