Introduction

This paper presents the views of Working Group A (‘WGA’) and Working Group C (‘WGC’) of the Corporate Law Reform Committee (CLRC). The task of the Working Groups of the CLRC in this respect involve the review of the relevant legislation, listing requirements and codes of best practice with the objective of improving the shareholder engagement process, focusing particularly on the range of issues arising from general meetings (including pre-meeting and post-meeting processes).

In line with the objectives of the Corporate Law Reform Programme to facilitate business whilst maintaining corporate accountability and responsibility, this Consultation Paper focuses on the simplification measures for companies generally and for private companies specifically in the conduct of the shareholder engagement process. This review essentially seeks to strike a proper balance between the need to:

• provide a framework for effective shareholder engagement; and
• ensure that this framework is cost efficient, flexible and facilitative for business.

In addressing the issues identified throughout this paper, bearing in mind the objectives of this study, four distinct modes of action were canvassed and these are identified as follows:

• reforms to company law;
• reforms to the Listing Requirements of Bursa Malaysia Securities Berhad;
• amendments to codes of conduct or industry best practices; and
• other relevant institutional arrangements.

In preparing this document, the CLRC conducted benchmarking studies in relation to selected jurisdictions, namely, the United Kingdom, Australia, Singapore and Hong Kong (collectively ‘the benchmarked jurisdictions’). Informal consultation was also conducted with relevant industry groups, such as the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA), the Federation of Public Listed Companies (FPLC) and the Minority Shareholder Watchdog Group (MSWG). We hope to receive views and comments on the recommendations stated in this Consultation paper. Please reply to Nor Azimah Abdul Aziz at the Companies Commission of Malaysia (SSM) by 30 APRIL 2006.

Download consultation document “Engagement with Shareholders” (.pdf)

Download “Responses on Engagement with Shareholders” (.pdf)