Issue.13 Dato' Yvonne Chia

Boardview w w w. m i n d a . c o m . m y

Enhancing Board Effectiveness

Issue No.13 March - August 2015

KDN No: PP16092/12/2013(033154)

DATUK YVONNE CHIA

THE BEST MAN
FOR THE JOB
MAY BE A WOMAN

FEATURE
Governing
Innovation in
Practice – The
Role of the Board
of Directors

Do Independent
Directors
Understand Their
Duty of Care?

CONTENTS

Issue no.13 March - August 2015

FEATURE ARTICLES

06 The Best Man for the Job

May Be a Woman – Datuk
Yvonne Chia

10 Governing Innovation in EDITORIAL TEAM
Editor In Chief
Practice – The Role of the Dato’ Abdul Aziz Abu Bakar
Board of Directors
Content Management
17 Do Independent Directors Mazni Ahmad Norilah
Premkumar
Understand Their Duty of Diana Seow
Care? Simren Kaur

22 Great Companies Deserve REGULARS Communications and Marketing
Diana Seow
Great Boards. The Priorities 31 Book Review Simren Kaur
and Strategy for New CEOs
32 Programme Highlights BOARDVIEW is a complimentary
26 2015 Trends & Answers in bi-yearly publication by MINDA.
38 MINDA Programme The views of and opinions
Corporate Governance expressed in this publication do
Calendar 2015 not necessarily reflect those of
MINDA, its management or its
39 Premier Alumni List editorial staff. All information is
correct at time of print.

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3
From the CEO’s Desk

DRIVING SUSTAINABILITY THROUGH
INNOVATIVE BOARDS

Dato’ Abdul Aziz Abu Bakar “Sustainability is the key to our survival on this
CEO planet and will also determine success on all
levels.” - Shari Arison

Happy New Year everyone!

With a brand new year comes a brand new Boardview! As you
have noticed, we now bring you inspirational cover personality,
thought provoking articles, relevant performance and
benchmark reports, and a refreshing look.

In this issue, we spoke to our cover personality, Datuk Yvonne
Chia, on Gender Equality in the Boardroom as she shared her
valuable insights from being an internationally renowned banker
who successfully led banking groups through challenging periods
of change and growth to being on the boards of a few non-banking
industry. Most recently, she has been appointed as one of the
members of the Board of Trustee in the Performance Management
and Delivery Unit (PEMANDU).

Another interesting read in this issue is the 2015 trends in corporate
governance from the perspective of Anglo-American countries by
Dr Richard Leblanc. The trends are very relevant to our corporate
directors as Malaysia seeks closer business ties with countries such
as US, UK, Canada, Australia, and New Zealand. Read to find out
more.

The rest of the issue explores a vast array of topics that include the
role of board of directors in governing innovation and how much
do independent directors understand their Duty of Care. And not
to forget our upcoming directors programmes among many other
things.

I’d also like to take this opportunity to express my sincerest
gratitude to all our contributors. Your keen interest in sharing your
knowledge and experience will equip board of directors with multi-
angled perspectives.

That being said, I like to invite all MINDA Alumni and fellow
directors to contribute, engage and participate in this bi-annual
magazine by writing in to us at [email protected].

Please enjoy the rest of Boardview.

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6
Cover Personality

BOARDVIEW

7
Cover Personality

THE BEST MAN FOR THE JOB
MAY BE A WOMAN

By Datuk Yvonne Chia

Ihad the opportunity to facilitate a seminar recently be on boards or setting quotas or laws. It would be
on getting women onto the boards of companies. nice to say that we're past this but we're not.
The room was full of women, from a multitude of
industries, mainly in their midlife, some much We know the majority of professional and career
younger. I saw the passion and the eagerness to be women are just as capable of being good economic
heard, to be seen and to be counted. The thing that and business leaders as men. We know we are no less
struck me was not only their energy and enthusiasm, from our male peers when it comes to leadership
but also their innocence and naivety on the facts of qualities such as intelligence, courage, and taking
the real corporate world of business and power. I action. In fact with our other qualities, empathy and
listened to all their frustrations, their anger and their willingness to compromise, we are even deemed as
fears at the same time. Does the fact that they are not superior.
chosen to sit on boards mean they are any less of a
leader or does it mean that there are better Yet we don't see women representing their fair share
opportunities waiting for them? of the senior executive or board leadership roles. We
are 50% of the workforce but are less than 10% in
We read and hear that diversity on the woman agenda leadership roles. Why do so many capable women feel
can build a more positive workplace culture, has a unappreciated to reach the top of the organisations?
transformative effect on critical thinking, Some know they are doing all the right things, yet
negotiations, long term strategic thinking and they don’t really get ahead to reach the top.
sustainable performances of an organisation.
There are a few things women need to be conscious
It was half a century ago when only men mattered in of as we climb the ladder into more senior roles; our
government or corporate boardrooms, yet in 2015 we deep technical expertise in the respective skill is given.
are still debating and questioning why women should We can be a competent division head, project

AS WE MOVE UP THE LADDER, MANAGEMENT AND
LEADERSHIP SKILLS ARE REQUIRED MORE THAN THE
TECHNICAL SKILLS. SURROUNDING YOURSELF WITH THE
BEST EXPERTISE AND GUIDING THE TEAM AROUND YOU
TO COLLABORATE AND PERFORM THEIR JOBS IS KEY...

BOARDVIEW

8
Cover Personality

manager, head of sales, IT manager or business development This can take some 5 to 10 years depending on each
head, but what is required is the breadth of knowledge and organisation. Each HR head, CEO and chairman of
experience across the whole spectrum of an organisation, the board should make a conscious decision to have a
i.e; strategy, budget planning, risk, governance and of course strategy plan on this, like any strategic plan on business
general management. Equipping yourself with everything targets. Over time this will become a seamless,
on current affairs, technology innovation, social trends and unconscious process. PEMANDU, Talent Corp and
changing dynamics has to be an ongoing initiative. the SC have compelling guidelines to encourage
women on boards.
These competencies require years of exposure and one has
to go through the mill in many departments throughout an Second is the myth of masculine bravado i.e can
organisation and also have led divisions of many people, femininity and power go hand in hand? Breaking the
running and executing the division’s business and glass ceiling in a man’s world where men dominate the
maintaining performance. In short, with these experiences positions of influence and decision making, mean you
one can "connect the dots” and understand the implications need to have a certain amount of machismo.
of an issue across the organisation and the franchise.

As we move up the ladder, management and leadership skills
are required more than the technical skills. Surrounding
yourself with the best expertise and guiding the team around
you to collaborate and perform their job is key, so one need
not have to micro manage and instead "sweat the right stuff"
to create value for the organisation’s excellent performance.
As a board member, we guide and advise the CEO and
management team in executing well for the company’s
strategy and risk.

I don't intend to write on all the reasons that has been well
debated on why there is not enough supply of capable
women leaders, why the pipeline is short as women fall out
in mid careers or if there is an unconscious bias in the real
world.

Some countries today have set formal quotas for women on
boards, in Malaysia we have a clear guideline to encourage
the inclusion of women in senior leadership roles and
boards.

Well, the trend is finally upon us and more and more
women are entering into authoritative roles, this trend will
continue and there will be significant increase in women
who hold leadership positions.

I would like to share some myths about women in
leadership roles.

One, I don't think formal quotas have proven to be
effective. We understand what meritocracy is in this
competitive world, no organisation can afford to allow
performance to slide just to meet the women agenda. We
know we will arrive on the boards with merit and merit
alone.

What we need are opportunities via policies and guidelines
for women, nurturing the pipeline from mid management
to senior management and ultimately to the board.

BOARDVIEW

9
Cover Personality

JANET YELLEN IS REFRESHINGLY
UNIQUE, SUCCESSFUL IN CRASHING
THE “OLD BOYS CLUB” WITH A
CONFIDENTLY FEMININE STYLE.

generals in the government sectors, suggest
Malaysia is ready to move forward.
Women, whoever you are, you can be yourself and
be a great leader too!

from left to right: Mazni Ahmad Norilah (MINDA Head of
Content & Development), Datuk Yvonne Chia, Dato’ Aziz
Bakar (MINDA CEO) and Diana Seow (MINDA Head of
Marketing & Engagement).

This is changing, especially when you see someone ABOUT DATUK YVONNE CHIA
like Janet Yellen being elevated to head the Federal
Reserve. As a 67 year old female, Yellen is Datuk Yvonne Chia, a former international banker/CEO and
refreshingly unique, successful in crashing the “old transformational leader has over 30 year track record of leading
boys club” with a confidently feminine style. Yellens' large banking organisations in Malaysia and the region. She is
ascent to power is not built on classical male known for her energetic inspiration for change, openness and
hallmarks but instead on her intelligence, knowledge learning values that drives her personal and organisational
and her collaborative down to earth style; same as success. She is a trailblazer for women in leadership, being the
with Mary Barra, the new CEO of the global auto first women CEO of any commercial bank in Malaysia in
giant, General Motors Inc. 1996.

At home, the success of Tan Sri Dr Zeti and many She is highly feted by industry organisations and media for her
of the women secretary generals / deputy secretary contributions some selected ones being, Forbes Asia's 50
women in the mix '13, CNBC Asia Business Leader Finalists
'08, 13’.

She is currently on the Board of several listed companies and
the Board of Trustees, PEMANDU as well as Honorary
Professor University of Nottingham, Malaysia School of
Economics.

Datuk Yvonne Chia is married with 3 children.

BOARDVIEW

10
Featured Article

GOVERNING INNOVATION IN PRACTICE

THE ROLE OF THE BOARD OF DIRECTORS

By Jean-Philippe Deschamps

Is innovation part of the governance mission of boards of directors? At first
sight, the answer seems to be “no”. In this new series of two articles professor
Jean-Phillipe Deschamps delves deeper into the specific role of the board of

directors and that of top management in exercising their innovation
governance responsibilities.

Innovation belongs to the realm of management, and governance issues. Second, innovation questions tend to
boards leave that mission up to them. They expect their be complex, combining hard and soft process
top management teams to fully exercise their considerations that cannot easily be addressed as a series
responsibilities regarding innovation, i.e. how to stimulate, of clear-cut decisions.
steer and promote it corporate-wide.
However, it would be wrong to believe that boards are not
Board members have two additional reasons to shy away aware of their growing role and involvement in the field
from most innovation issues — barring those with a of innovation. I witnessed this personally when I was
considerable investment or risk profile. First and foremost, approached by the Malaysian Directors Academy, or
board meetings are limited in number and duration, and MINDA, to deliver a workshop for government-linked
agendas tend to be crowded with statutory corporate company directors to increase their understanding of

BOARDVIEW

11
Featured Article

innovation issues and their role in addressing them. As we impact of the human factor in overall corporate
shall see below, boards have ample opportunities to performance, boards are increasingly encouraging
influence management in this critical area. management to conduct employee engagement surveys
and to review them regularly.
In this article I will argue that the role of the board is
critical in shaping management’s approach to innovation. In companies for which innovation is critical — and there
Going further, I will posit that promoting innovation and are many of those in a wide range of industries —
ensuring that it is adequately addressed by management innovation should be added to the list of the board’s
should become a key duty of the board, while of course auditing missions. It is indeed within the legitimate role
recognising differences between top management’s of the board to ask top management to set a small number
executive role and the board’s governance duties. As I will of critical innovation effectiveness measures which it can
discuss below, it is a matter of weaving innovation issues regularly review and discuss with management.
into the board’s overall governance mission.
These measures will typically include input and output
Among the many governance duties of the board, five areas indicators to be compared with accepted industry
should draw our attention because of their potential benchmarks. In technology-intensive companies, the level
impact on innovation: of R&D expenditures, in absolute terms and as a
percentage of sales, is a classic example of such innovation
• Auditing; input indicators, but there are many others to be
considered. Similarly, a frequently measured innovation
• Strategy review; output indicator is the percentage of sales achieved
through products introduced in the past several years (the
• Performance review; amount of time depends on the natural product renewal
rate of the industry). Companies such as Medtronic,
• Risk management; Hewlett Packard and Logitech measure and communicate
about this ratio regularly, so their board is probably
• CEO and top management nomination. tracking this indicator. And there are other indicators
worth reviewing as part of a regular innovation audit.
AUDITING THE COMPANY’S INNOVATION
EFFECTIVENESS The challenge for the board and for management – and
this applies to most performance indicators – is to select
Besides their traditional focus on financial audits, boards only a small number of relevant indicators worth reviewing
are gradually extending the range of their supervisory by the board, and to make sure these indicators are
auditing missions. For example, in environmentally- regularly changed in line with the company’s progress. This
conscious companies, boards, together with management, should result from in-depth discussions within the board,
often get involved in setting environmental performance together with management, as to the company’s main
targets and in reviewing the corporate scorecards against innovation challenges, opportunities, and deficiencies.
these targets at regular intervals. Similarly, conscious of the

“I WILL ARGUE THAT THE ROLE OF REVIEWING THE COMPANY’S INNOVATION
THE BOARD IS CRITICAL IN
SHAPING MANAGEMENT’S STRATEGY
APPROACH TO INNOVATION.”
Boards generally rate highly their role as company strategy
reviewers. At the very least, they are informed by the CEO
of the major strategic issues faced by the company and of
the choices proposed by management to address them.
These strategic issues often come up and are discussed with
major investment decisions for which board approval is
required. In some cases – I witnessed it personally in the
board of a global multi-billion euros company on which I
sat – boards may be invited to attend off-site strategy
“retreats” and participate actively in strategy formulation
together with management.

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Featured Article

Despite their general involvement in strategy, and barring planning to invest by type of innovation. In my previous
discussions on specific and critical new products or new book¹, I suggested that management should recognise four
technologies, boards often lack opportunities to discuss broad generic innovation thrusts, each with a different
innovation strategy issues in detail, at least in a regular or impact on company resources and risk, and that it should
structured way. One of the reasons is the fact that explicitly prioritise its investments in each. These four
innovation strategies are not always formulated explicitly thrust are:
by management in a way boards can apprehend and
rapidly assimilate, and this is true even in innovative 1. internal development of incrementally new and
companies. I have observed this personally in the course improved, ‘next generation’ products, processes or
of extensive contacts with top management teams and services;
boards throughout my career as an innovation coach and
teacher. 2. internal development of radically new categories of
products processes or services;
Yet, as part of its strategy review mission, at the very least
the board should ensure that top management 3. development together with partners and/or
communicates its views and intent in four areas pertaining ‘complementors’ of a radically new business model or
to innovation, i.e.: system;

1. how it rates the strategic importance of innovation for 4. development together with partners and/or
its business and where it expects major innovations to ‘complementors’ of incrementally new customer
emerge; solutions.

2. how that might change in the future in terms of The board needs to know where, how much and how
intensity and focus, and what it means for the management intends to invest in these four broad strategic
company; innovation categories and to review how the company is
progressing in each of these areas.
3. how it plans to meet future market demands for more
innovative offerings and for better and cheaper new REVIEWING CEO AND MANAGEMENT
products and services;
PERFORMANCE
4. and more generally, how it plans to invest in
innovation, not just in R&D, to boost its innovation A critical role of the board is to evaluate the performance
performance. of the CEO and the top management team as a basis for
decisions on compensation packages and for the
But the board is entitled to go further and to expect replacement of the CEO. To do this, some companies have
management to communicate its actual priorities and elaborated sophisticated formulas, resembling traditional
provide an estimate of the resources the company is balanced scorecard concepts in use by many human
resource departments. CEO scorecards usually combine
“I WILL POSIT THAT PROMOTING financial figures and targets – generally based on company
INNOVATION AND ENSURING THAT growth, profitability and stock price, among others – with
IT IS ADEQUATELY ADDRESSED BY other qualitative or quantitative measures or specific goals
MANAGEMENT SHOULD BECOME A pertaining to the company’s strategic initiatives and
priorities, e.g. specific turnaround targets, progress in
KEY DUTY OF THE BOARD” globalisation efforts, capital efficiency improvements, etc.

Companies which depend on the introduction of critical,
i.e. “make or break” new products – think of Boeing with
its 787 Dreamliner – generally include the review of these
large projects in the board’s deliberation. In these
companies, the board is most likely to make the
compensation packages of the CEO and the top
management team contingent on the successful
completion of critical milestones. But for many other
companies with which I am familiar, innovation results are

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Featured Article

not explicitly part of the CEO’s balanced scorecard. It is "IN COMPANIES FOR WHICH INNOVATION
somehow included in other, more general performance IS CRITICAL... INNOVATION SHOULD BE
indicators like growth or market share gains. ADDED TO THE LIST OF THE BOARD’S
AUDITING MISSIONS."
This is why it is desirable, at least in innovation-oriented
companies, to evaluate the top management team and professional approach followed by Research in Motion
the CEO also on the few innovation performance (Blackberry’s promoter) and Nokia. Both companies were
indicators that they will have suggested to the board as obviously caught unprepared by Apple’s emphasis on
the result of their audit. consumer markets. Managing this type of risk requires a
constant attention by management on weak signals of
MANAGING INNOVATION RISK emerging trends, and sufficient humility to keep
challenging the company’s beliefs. Boards do not have to
Boards have a fiduciary responsibility vis-à-vis see the emerging trends by themselves, but their
shareholders to be the ultimate guardians of the governance function requires that they ask management
company’s risks. In most cases, the risks they scrutinise to keep the lookout and report to them. They must
are financial in nature and their audit mission aims at continuously ask ‘what if?’ questions while listening to
recognising and addressing them. In certain industries management’s often reassuring strategy remarks.
and companies, other risks are regularly reviewed and
assessed by the board, e.g. environmental risk and I have so far limited the discussion to the traditional role
political risk. In some industries – e.g. the of boards regarding risk, i.e. focus on the internal and
pharmaceutical industry – product liability and class- external downsides of the company’s activities. However,
action risks are important subjects of board review. Rare, in order to be innovative, a company has to take some risk
however, are the companies that identify the various and many companies fail to innovate because they will not
types of risks related to innovation, and yet, these risks take risks. Boards should therefore see their mission as
can, in certain cases, bring the company down – think stimulating management to take sensible risks to innovate,
of the fate of Kodak with the emergence of digital which brings us to a delicate part of the CEO evaluation
photography. issue. Indeed, if the CEO is being judged on stock price,
this is usually a clear signal that management should focus
Part of the innovation risk may be internal, for example on what will improve stock prices in the foreseeable future.
when the company bets its future on a totally new and In other words, and this affects the strategy issue,
untested technology or a risky and uncertain product management will concentrate on incremental, non-risky
concept. Managing this type of risk requires a sufficient projects in order to build market share and nibble away at
understanding by the board of the two elements of that the competition, but they will not focus resources on the
risk, i.e. the nature and level of the uncertainty and the longer term, less predictable projects.
exposure at risk. Recent experiences in the bank industry
indicate that neither senior bank managers nor board CHOOSING A CEO WITH AN INNOVATION FOCUS
members were fully aware of the risks introduced by the
new and complex derivative products conceived by some The selection and recruitment of a new CEO, after the
of their most innovative traders. In some banks, the current CEO’s retirement – or his/her eviction – is
board clearly did not exercise its governance mission in undoubtedly one of the board’s most visible and difficult
relation to innovation and new products. responsibilities. With the gradual reduction in CEO

The other part of the innovation risk is external and deals
with the development and spreading of disruptive
technologies by competitors that can make the
company’s technology irrelevant. Recent examples of
company demises abound, particularly in the digital
economy. The threat may come from a new technology
chasing the old one, as with digital photography. But it
can also come from a radically different perspective on
the market, as happened when Apple launched its
consumer-appealing iPhone, in contrast to the

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14
Featured Article

tenures, it is capturing a lot of attention by the business what is about to happen. For them, opportunities are
media. abundant to create something new, and they are always
In his book Bigger Isn’t Always Better: The New Mind-set alert for serendipitous events that can provide leverage
for Real Business Growth², author Robert Tomasko for their plans.
introduces two opposite yet complementary management
mind-sets, the “fixer” and the “grower”: When the grower’s mindset is employed, the business
A “fixer” mindset is concerned with what needs to be done advances; when the fixer’s is used, it keeps afloat. Both
to maintain and preserve the business as it is, within the are worthy objectives.
logic of its current dominating ideas. […] Fixers know how
to maintain and improve existing operations. They are the These attributes often apply to the CEO, and it is not
drivers of today’s business model. […] They are quick to unusual to see boards replacing “growers” by “fixers”
spot any divergence from the plan. Fixers mount search- whenever the company enters turbulent times, or when
and-destroy missions to eliminate excess costs. They speed operational results start sliding downwards. This is what
the flow of product to customers by streamlining critical happened at 3M with the appointment of James
business processes. They launch company-wide quality McNerney, a talented “fixer” from GE, a nomination
improvement campaigns. They live in the worlds of six- that several analysts considered a casting error for an
sigma and TQM, downsizing and reengineering. archetype innovative company like 3M. McNerney
The “grower” perspective, in contrast, is focused on what then joined Boeing which badly needed a “fixer”.
is necessary to move beyond what currently exists. […]
The grower’s model of the future is quite different. For Boards generally feel more comfortable with the more
them, it is not fixed or predetermined. Marketplaces, they predictable “fixers” than with the innovative but
believe, are constantly in motion, fundamentally open to sometimes more erratic “growers”. And yet, “growers”
new influences, and full of possibilities.[…] Growers are often needed to challenge the status quo and
believe that few trends keep going forever, and that small embark the company into a new growth phase. This is
discontinuities in established patterns may be all that is another key reason why it is so important to remind
needed to change entire industries. They relish discovering, boards of their innovation governance responsibility. It
or creating, these discontinuities. And then they make does not mean that they should always privilege
plans to take advantage of “growers” over “fixers” in their nominations, of course.
But it means that they should put their nomination in
“…AT THE VERY LEAST THE BOARD context by considering the top management team, and
SHOULD ENSURE THAT TOP not just the CEO. If a “fixer” is needed at the top, who
will take the “grower’s” role within the executive
MANAGEMENT COMMUNICATES ITS committee? And will the new CEO allow and support
VIEWS AND INTENT IN FOUR AREAS his/her colleagues as they defend an innovation agenda?

PERTAINING TO INNOVATION…” A CONCLUSION: ARE CORPORATE

BOARDROOMS IN NEED OF EDUCATION…

As I mentioned earlier in this article, the Malaysian
Directors Academy seemed to recognise the board’s role
in innovation governance when it started offering
innovation workshops to its directors. This trend, if it
is confirmed and spreads broadly, augurs well. In his
Financial Times article under the above heading, IMD
Prof. Didier Cossin³ argued for a change in board
education programmes:

Most boards are not adding the value they could to
corporations because they are not being educated
properly. It would seem that business schools still see
boards as a check on chief executives rather than as a
competitive advantage for a company. […] Boards
today can be a competitive advantage for companies.

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Featured Article

They can provide an outside view, overcome blind "BOARDS DO NOT HAVE TO SEE
spots in strategy, raise awareness of external risks, THE EMERGING TRENDS BY
connect with governments, society and other THEMSELVES, BUT THEIR
stakeholders, give credibility and build trust in GOVERNANCE FUNCTION
ways that executive teams cannot. […] Consider REQUIRES THAT THEY ASK
boards and innovation. Boards not only monitor MANAGEMENT TO KEEP THE
the company’s innovation performance, they LOOKOUT AND REPORT TO THEM."
actively contribute to it. Board diversity is key in
this regard as board members from other RELEVANT MINDA PROGRAMMES
industries are faster to foresee sudden industry
shifts or disruptive moves. Employee • Director Forum (9/2015): “The Innovation
representatives can also be an excellent source of Zone: Unleashing The Mindset” @ 2-3 Nov
innovative thinking. But again, how do business 2015, Phuket Thailand
schools educate board members to perform this
vital role? • CDAP: Innovation @ 27-28 May 2015, KL

Board education on innovation may therefore be
needed to enhance innovation governance. But
the question remains of the content of innovation
programs for board members. How deep and how
far should these educational programs go to allow
board members to fully exercise their innovation
governance mission without infringing on
traditional management prerogatives?

REFERENCES

[1] Innovation Leaders – How Senior Executives
Stimulate, Steer and Sustain Innovation, (2008),
Wiley/Jossey-Bass.

[2] Amacom (2006)

[3] Financial Times, January 9, 2012. Didier
Cossin is professor of finance and governance at
IMD, director of the IMD Global Board Centre
and program director for High Performance
Boards.

ABOUT THE AUTHOR

Jean-Philippe Deschamps is emeritus
Professor of Technology & Innovation
Management. He focuses his research,
teaching and consulting activities on the
management of innovation and on the profile
and focus of innovation leaders, those senior executives who
stimulate, steer and sustain innovation. Throughout his
teaching and prior consulting career, he has dealt with top
management teams and boards, mainly on strategic issues.
He has served as advisor of several Chairmen and CEOs on
merger and acquisition issues, top management evaluations
and successions, and even a major “post-bankruptcy”
company revival. For several years he served as external
director on the board of a global multi-billion euro company
and on the board of a highly promising, Nasdaq-quoted
medical technology company.

BOARDVIEW

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17
Featured Article

Over the past year training directors in corporate DO INDEPENDENT
governance, I have come to realise many independent DIRECTORS
directors are not fully aware how onerous the modern UNDERSTAND THEIR
Duty of Care really is. There are two reasons for this: DUTY OF CARE?

1. The standard of the Duty of Care as laid down by By Datuk John Zinkin
Commonwealth legal authorities has changed between
the 20th and 21st centuries;

2. The boundaries between the responsibilities of boards
and management have become blurred as a result of
legislation and changing public expectations of the role
of boards following the Global Financial Crisis (GFC).

This gap in awareness is understandable because Malaysian
regulators have not specified how they expect directors to
carry out their Duty of Care and no case has been brought
before the Malaysian courts for judges to define those
expectations. However, when a case is brought before the
courts, judges will refer to Commonwealth precedents and
will most likely apply 21st century rather than 20th
century standards.

BOARDVIEW

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THE DUTY OF CARE STANDARD HAS CHANGED "THE FIRST PROVISO WAS VERY
REASSURING FOR INDEPENDENT
The 20th century standard for the Duty of Care is much NON-EXECUTIVE DIRECTORS WHO
lower than the 21st century standard as a result of the UK DID NOT UNDERSTAND THE
Companies Act of 2006 and recent judgments in Australia. BUSINESS, BECAUSE THEY WERE,
IN FACT, NOT EXPECTED TO"
The 20th century standard
was enough. It is on this basis that they were paid so little
The 20th century standard of the Duty of Care was laid for the liabilities they assumed. “There is no need to spend
down by Lord Justice Romer in Re City Equitable Fire more than four half days a year at board meetings plus the
Insurance Co (1925). time to read the board papers beforehand”. So the “great
and the good” of the land in every country found
“In discharging the duties of his position thus ascertained [the themselves being invited onto boards, where their mere
independent director] must, of course, act honestly; but he must presence was supposed to be a reassurance to shareholders
also exercise some degree of both skill and diligence.” that all would be well. Many directors were on as many as
twenty boards because they did not need to devote much
In practice this standard of “some degree of both skill and time to being a director. In fact, they needed to be on so
diligence” demanded little in terms of skill, time many boards if the small fees they were paid were to add
commitment or verification of facts because of the three up to a reasonable annual income!
provisos qualifying Lord Justice Romer’s finding:
The third proviso, being able to rely on the information
1. A director need not exhibit in performing his duties a provided by the management, was probably the most
greater degree of skill than may reasonably be expected reassuring of all. It made it possible to believe that one was
from a person of his knowledge and experience; fulfilling the Duty of Care properly, even if one did not
have any relevant skills or failed to spend enough time on
2. A director is not bound to give continuous attention the business. All that was needed was to ask management
to the affairs of his company; what was happening and to believe the answer without
delving any further into the facts, which takes time and an
3. In respect of all duties that, having regard to the understanding of the business and of the answers given.
exigencies of business, and the articles of association, The boards of RBS, Lehman Brothers, Merrill Lynch and
may properly be left to some other official, a director Bear Stearns were clearly operating in this mode, as was
is, in the absence of grounds for suspicion, justified in the board of Enron – with predictably disastrous results.
trusting that official to perform such duties honestly.
The 21st century standard
The first proviso was very reassuring for independent non- Let me begin with the third proviso: relying on the advice
executive directors who did not understand the business, of others. It is now crystal clear independent non-executive
because they were, in fact, not expected to. Thus, if a directors cannot rely blindly on their advisers, even in such
doctor or dentist was appointed to a board in the name of complex areas as the application of the latest accounting
diversity, there was no problem. In fulfilling their Duty of standards. The UK Attorney General, Lord Goldsmith,
Care, all they were expected to bring to the discussions at had this to say during the Parliamentary debate on the
the board was what they could reasonably be expected to 2006 Companies Act:
know and understand as doctors or dentists – common
sense, arguments by analogy and not much more. They
were not expected to understand or judge, for example,
the finer points of structured products or Value at Risk
(VAR) if they were on the board of a bank, or of the risk
and expected returns from deep sea oil drilling versus
fracking shale oil under different oil price scenarios. Maybe
this “talented amateur” approach was fine in simple, single
product businesses, but clearly it left much to be desired
in complex, technically challenging industries or in
conglomerates where directors have to understand the
differing business drivers of several industries which they
oversee.

The second proviso was also comforting. Independent
non-executive directors used to think that a few days a year

BOARDVIEW

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“The duty does not prevent a director from relying on the advice management subsequent to the meeting and before
of work of others, but the final judgment must be his release - management had changed “funded” to “fully
responsibility… As with all advice, slavish reliance is not funded” in the genuine belief and upon independent
acceptable, and obtaining of outside advice does not absolve advice that this was the case;
directors from exercising their judgment on the basis of such
advice.” 2. There were other inaccuracies in the minutes and
errors in the approval process that cast doubts on
Clearly independent non-executive directors today are reliability of the minutes.
expected to know and understand a great deal more about
the drivers of the business and the technical details of any The High Court, however, upheld the original ruling in
advice they are given than in 1925. Doctors, dentists, civil May 2012. It viewed the Board’s approval of the minutes
servants, diplomats and any others who have joined the at the subsequent meeting as acceptance of the recorded
board to promote diversity can no longer hide behind the events. The lesson here is directors must ensure that the
fact that they are not expert in the business because they minutes truly represent what was said, even down to one
are only required to know what their backgrounds bring word differences!
to the discussions. To make the point even more forcefully,
Australia’s Justice Middleton found as follows in 2012 in This means directors must spend more time on the
the Centro Property Case: business than before. This is now recognised by Bursa
Malaysia where directors are not allowed to sit on the
“Nothing that I decide in this case should indicate that directors boards of more than 5 public listed companies – implicitly
are required to have infinite knowledge or ability. Directors are endorsing the UK’s Walker Report recommendation that
entitled to delegate to others the preparation of books and accounts independent directors must spend between 35 and 40 days
and the carrying on of the day-to-day affairs of the company. a year per company on whose board they sit, to do the job
What each director is expected to do is to take a diligent and properly.
intelligent interest in the information available to him or her, to
understand that information, and apply an enquiring mind to The third proviso in the 1925 ruling is also no longer valid
the responsibilities placed upon him or her.” Justice Middleton, for a different reason, as became clear in the Barclays
ASIC v Healey (2012) scandal over LIBOR fixing in the UK. The non-executive
Chairman of Barclays protested to Parliament that as a
No longer are Australian directors required to “exercise non-executive he had no authority to go down onto the
some degree of both skill and diligence”. They are now trading floor to verify that what the board had been told
required to do much more: they must take an intelligent by management was true. The Committee rejected his
interest in the information; they must understand it; and argument and made it quite clear that he had resigned
apply an enquiring mind. And the Centro case was about because he had failed to check what was happening in the
the application of the latest accounting principles to the organisation, relying on what the CEO had reported
valuation of certain liabilities – something even their
auditors found technically challenging. Just relying on the "CLEARLY INDEPENDENT NON-EXECUTIVE
advice of their auditors was found to be negligent. DIRECTORS TODAY ARE EXPECTED TO KNOW
AND UNDERSTAND A GREAT DEAL MORE
Attention to detail in the minutes is now expected in a way ABOUT THE DRIVERS OF THE BUSINESS AND
that was inconceivable in 1925 as another Australian case THE TECHNICAL DETAILS OF ANY ADVICE
– James Hardie Industries Ltd - makes clear. ASIC, the THEY ARE GIVEN THAN IN 1925."
equivalent of the SC instigated civil proceedings against
the board for approving a misleading press release to the
Australian Stock Exchange regarding asbestos liabilities.
Based on advice given them by PwC and Access
Economics, the board and CEO believed with certainty
that the provisions made were sufficient. They were proved
wrong, hence the civil action. The directors were fined
AUD 30,000 each and banned from serving on a board
for 5 years. The CEO was fined AUD 350,000 and banned
for 15 years for forming the foundation whose liabilities
proved to be insufficient. The directors appealed on the
grounds:

1. The board could not have possibly approved the
announcement, as it had been modified by

BOARDVIEW

20
Featured Article

instead. Just trusting management is no longer good non-executive directors at a disadvantage should
enough. Directors must “trust, but verify” to use President anything go wrong, given they are just as liable as
Reagan’s quotation of a Russian proverb, when negotiating executive directors. If they are expected to be responsible
nuclear arms limitations treaties with President Gorbachev. in some way for the management of the company, this
certainly requires: a level of commitment to the business
BLURRING OF BOUNDARIES in terms of time that is around 35-40 days; a much
higher level of technical understanding than just
“Trust, but verify” may lead to blurring the boundaries common sense and the perspective an outsider can
between the roles of the board and management. The bring; and a much greater willingness to intrude into the
traditional philosophy of codes of corporate governance is business in order to verify what is happening.
that “boards govern and direct, management manages”.
However, the Companies Act 2007 and the Financial It may be helpful to suggest some boundaries between
Services Act 2013 appear not to fully endorse this division. the roles of the board and management as follows:

Section 131b of the Companies Act states: 1. Setting and reviewing strategy:

“Functions and powers of the board. Board

(1) The business and affairs of a company must be managed by, 1. Agrees the business purpose with key
or under the direction of, the board of directors. stakeholders

(2) The board of directors has all the powers necessary for 2. Sets and guides resulting strategic direction
managing and for directing and supervising the management of
the business and affairs of the company subject to any 3. Challenges constructively assumptions,
modification, exception or limitation contained in this Act or in priorities and options put forward by
the memorandum or articles of association of the company.” management

Section 56 of the FSA 2013 states: 4. Reviews the business plan and budget and sets
KPIs for the organisation and the CEO
“(1) The business and affairs of an institution shall be managed
under the direction and oversight of its board of directors, subject Management
to this Act and any other written law which may be applicable
to the institution..." 1. Develops strategic direction and plan for the
organisation based on Board-agreed direction
In both cases, which are law, as opposed to codes of and CEO limitations
governance which are voluntary, it would appear that in
some sense boards are expected to manage the company 2. Coordinates the development of business plans
as well as directing it. and budgets across all divisions and departments

Perhaps this is the justification for having executive 3. Cascades KPIs to all job holders
directors on the board. However, it does put independent

4. Reports progress against plan and takes
corrective action

2. Performance management:

“IT DOES PUT INDEPENDENT NON- Board:
EXECUTIVE DIRECTORS AT A
1. Sets the “Tone at the Top” and the “Tone in the
DISADVANTAGE SHOULD ANYTHING GO Middle” by defining values and acceptable
WRONG, GIVEN THEY ARE JUST AS behaviours
LIABLE AS EXECUTIVE DIRECTORS."
2. Reviews, approves and provides feedback on
KPIs (hard and soft) and targets

3. Reviews results quarterly, discusses material
variances and ensures corrective actions are
taken as needed

BOARDVIEW

21
Featured Article

Management: "IT SHOULD BE CLEAR FROM THE ABOVE
INDEPENDENT NON-EXECUTIVE DIRECTORS
1. Establishes suitable code of conduct reflecting CANNOT SATISFY THEIR DUTY OF CARE
KPIs and values agreed with the board BY FOLLOWING THE 20TH CENTURY
STANDARD, BUT MUST WORK TO THE
2. Monitors KPIs monthly with BUs, investigates 21ST CENTURY STANDARD"
variances and takes corrective action as needed
Management:
3. Cascades KPIs throughout the company and
ensures adherence to code of conduct 1. Analyses and quantifies risks and their impact on
the organisation’s stakeholder reputations
3. Succession planning and talent management:
2. Instils risk management culture throughout the
Board: company

1. Selects and proactively plans succession 3. Manages all risks within the parameters set by the
Board
2. Reviews organisation's performance
management philosophy 4. Ensures compliance with all relevant regulation
and legislation
3. Evaluates the CEO
5. Ensures KPIs do not reward excessively risky or
4. Supervises talent management process and unethical behaviour
understands its pool of “high potentials”
It should be clear from the above independent non-
5. Endorses the development plans of people in executive directors cannot satisfy their Duty of Care by
pivotal positions following the 20th century standard, but must work to the
21st century standard. Management should also expect
Management: boards will become more intrusive if they are to satisfy this
more demanding standard.
1. Develops and implements performance
management system to reflect its strategic ABOUT THE AUTHOR
objectives
Datuk John Zinkin is the Managing Director of Zinkin
2. Evaluates all staff as “high performers” and/or Ettinger Sdn Bhd and faculty member of the ICLIF
“high potentials” and creates Personal Leadership and Governance Centre, specialising in
Development Plans training Boards in ethics and governance.

3. Identifies top talent pool and manages their RELEVANT MINDA PROGRAMMES
career progression accordingly
• CDAP: Ethics @ 22-23 Apr 2015, KL
4. Risk management: • CDOP @ 8-9 Apr 2015, KL @ 25-26 Nov 2015,

Board: Png

1. Sets organisation’s risk parameters and risk
appetite reflecting key stakeholder priorities

2. Understands major exposures and ensures risk
mitigation is in place

3. Considers risk factors in all decisions – in
particular reputation risk for the organisation
and its key stakeholders

4. Minimises KPI risk by setting appropriate
KPIs

5. Minimises CEO risk by selecting suitable
CEO and constructively challenging him/her

BOARDVIEW

22
Featured Article

GREAT COMPANIES DESERVE
GREAT BOARDS

THE PRIORITIES AND STRATEGY FOR NEW CEOS

By Beverly Behan

BOARDROOM PRIORITIES FOR regardless of whether or not he THE APPROACH THAT THE CEO
continues to serve as a director. ADOPTS IN WORKING WITH THE
NEW CEOS These include: BOARD ON STRATEGY IS OFTEN
A DEFINING MOMENT IN THE
One of the most profound changes • Getting comfortable with BOARD AND CEO RELATIONSHIP
for any new CEO is having a governance issues: Starting to – AND TYPICALLY ONE OF THE
board, rather than a boss, to regularly read board-related FIRST CRITICAL TASKS FOR
report to. Building a constructive trade publications, attending a ANY NEW CEO IN WORKING
working relationship with that board course, or designing a private WITH THE BOARD.
begins in your first six months as tutorial tailored to governance
CEO. If your predecessor continues issues you’re particularly
to serve as Chairman for a interested in will help you
transitional period, it may feel as if become more conversant on
your board relationship truly begins governance-related topics.
only after he finally exits the
boardroom. Nonetheless, there are • Meeting individually with each
four steps that you need to take in of your directors: A critical first
your first six to nine months, step in the foundation of your
working relationship as CEO

BOARDVIEW

23
Featured Article

Box: Sample Expectations of Board and Management BOARD EXPECTATION OF MANAGEMENT

EXPECTATIONS OF THE BOARD • Be entirely open and honest in running the
company and in dealing with the board. If there
• Make it a point to learn about the company’s is bad news, share it with the board –don’t try
business, and keep abreast of developments in to hide it.
our industry.
• Run the company with the highest ethical
• Prepare for board and committee meetings, standards, and deliver on the financial and
having read the pre-reading materials and operating results will differ markedly – in either
considered some key questions for the discussion a positive or negative way – let the board know
of agenda items. as soon as possible and provide an explanation
for the variance.
• Draw on your experience and knowledge to
provide the company with your very best • Keep the board informed of any significant
thinking and perspective on the issues we are developments affecting the company. The board
wrestling with. should never be the last to know or put in the
embarrassing situation of seeing an item about
• Get engaged in the board debates. Don’t try to the company in the newspaper before they hear
dominate the conversation, but saying nothing about it from management.
in meeting after meeting is not OK, either.
• Use the board as a thought-partner and
• Say what you have to say in the board meetings sounding board, drawing on directors’
− don’t wait for “the meeting after the meeting” experience as a resource to management in
to express your views. decision making. Don’t bring everything to the
board fully baked and just ask,
• Offer contrary perspectives whenever
appropriate, but express your views in a way that “Any question?”
demonstrates respects for fellow directors,
management, and anyone else who may be • Provide the board with pre-reading materials
presenting to the board. that give directors the necessary information for
board decision making, framed in a way that
• Give 100 percent of your share of mind in board can be readily understood.
and committee meetings – don’t spent time on
your BlackBerry or reading a memo from some • Give the board exposure to high-potential
other company or running out to take cell- executives so as to better facilitate board
phone calls. Be fully present and engaged. discussions on succession planning and the
company’s talent pipeline.
• Come to decisions on the agenda items – don’t
keep putting them off. Once the board makes a • Create a corporate culture that is positive and
decision, support it even if you personally held energizing for the employees who work for the
a different view on the issue. company – and take the same approach in your
dealings with the board.
• Create positive board culture where directors
and management genuinely enjoy the time spent
working together.

BOARDVIEW

24
Featured Article

Diagram: Basic Strategy Model Generate/analyse Strategy ImplementaƟon plan
strategic alternaƟves recommendaƟon
Preliminary strategic
analysis

Recommended point Typical point of
of engagement with engagement with the

the Board of Board of Directors
Directors

and board member, the discussion should focus not CEOS WHO PRESENT THEIR STRATEGY TO
only on simply getting to know each other, but also THE BOARD AS A “FAIT ACCOMPLI” AND
should include questions focused on the FAIL TO ENGAGE DIRECTORS IN A
CEO/board relationship. MEANINGFUL WAY RUN SIGNIFICANT RISKS,
INCLUDING A LACK OF GENUINE BOARD
• Establishing the terms of your working relationship BUY-IN AND ALIGNMENT ON STRATEGIC
with your Lead Director or Nonexecutive Chair: DIRECTION AND GOALS.
An effective Lead Director or Nonexecutive Chair
can be one of a new CEO’s most valuable assets, predecessor. As Chairman, he was the solution if
letting you know about any performance concerns something happened to you. Now that the
that board is expressing (before they become leadership transition has been completed, this is an
problems) and serving as a resource for you on a important topic for the board to address. Doing so
variety of board issue. will also provide you with valuable insights about
how the board views the members of your executive
• Reviewing the annual CEO evaluation process: team.
One of the most unique facets of a CEO’s job,
unlike that of any other executive, is that her STRATEGY – THE FIRST BIG TEST WITH YOUR
evaluation is conducted by a group of people, BOARD
namely the board, rather than a single individual.
This factor alone requires greater communication Many boards regard the oversight of company strategy
around this process and management of it. as their most critical governance responsibility. The
Determine what components should be included approach that the CEO adopts in working with the
in your annual performance review and the steps in board on strategy is often a defining moment in the
the evaluation process. board and CEO relationship – and typically one of the
first critical tasks for any new CEO in working with the
Two additional steps, which may be uncomfortable to board. CEOs who present their strategy to the board as
discuss with the board while your predecessor remains
as Chairman, should be addressed shortly thereafter:

• Setting board/management expectations: Define
what you expect from directors in your working
relationship with them, and what the board can and
should expect from you and your management
team. It may be worthwhile to explore these
expectations in your one-on-one director meetings
before finalising them.

• Emergency CEO succession planning: During the
last stages of the succession plan, you were the
emergency solutions if something happened to your

BOARDVIEW

25
Featured Article

...UNDERSCORING YOUR DESIRE TO USE getting the board’s confirmation that the choice of
DIRECTORS AS THOUGH-PARTNERS ON corporate strategy lies with the CEO, but
underscoring your desire to use directors as though
STRATEGIC ISSUES, THEREBY partners on strategic issues, thereby leveraging their
LEVERAGING THEIR EXPERIENCE AND experience and insight to help you and your team.
INSIGHT TO HELP YOU AND YOUR TEAM.
• Engaging the board earlier in the strategy process. Get
a “fait accompli” and fail to engage directors in a input from your directors to find out how they
meaningful way run significant risks, including a lack perceive the company strengths, weaknesses,
of genuine board buy-in and alignment on strategic opportunities, and threats before you start developing
direction and goals. Steps that can avoid these problems strategic alternatives or preparing recommendations.
include: If there are significant differences of opinion between
• Clarifying the rules of engagement on strategy. directors and company executives on the very
underpinnings of the strategic analysis, it’s better to
Many CEOs tend to limit their directors’ bring these differences to the surface and address them
engagement in strategic issues for fear of losing at the outset.
control of the process, leaving management as the
implementer, rather than the owner, of strategic • Educating the board about the key business issues.
decisions. Addressing this issue with the board at Directors cannot engage effectively in strategic
the outset of strategy discussions can go a long way discussion if they lack of information relative to the
to resolving this concern. This involves outlining company’s competitive landscape, industry trends,
the respective roles in the strategy process and technological change, the regulatory/political
environment, and other issues that provide
fundamental context to strategy development.
Finding where knowledge gaps may exist can help to
determine how best to fill them. Consider innovative
ways to provide directors with hands-on experience
that can heighten their understanding of your
business and of those key business issues that will
become the focus of strategic discussion and decision
making.

ABOUT THE AUTHOR

Beverly Behan has worked with more than 130 Boards
of Directors in the United States, Canada and
internationally for over a decade – from Fortune 500s to
recent IPOs. For the past three years she has been a
regular columnist (“The Boardroom”) from Bloomberg
BusinessWeek.com. She has been quoted as an expert on board
effectiveness for nearly every major business publication, including The
Wall Street Journal, the Financial Times, and Business 2.0 and has been
named to the Directorship 100, Directorship’s Magazine’s list of the
100 most influential people in governance and the boardroom.

RELEVANT MINDA PROGRAMMES

• CDAP: Ethics @ 22-23 Apr 2015, KL
• CDAP: Strategy & Risk @ 11-12 Mar 2015, KL

and 2-3 Sept 2015, KL
• CDOP: 8-9 Apr 2015, KL and

25-26 Nov 2015, Penang

BOARDVIEW

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2015 TRENDS & ANSWERS IN
CORPORATE GOVERNANCE

By Dr Richard Leblanc

Wise directors understand and appreciate how interconnected and
systemic the world - and governance - is. As Malaysia seeks closer
business ties with Anglo-American countries (US, UK, Canada,
Australia, and New Zealand), corporate directors simply cannot afford
to dismiss governance trends and issues in these countries that may affect

their sector, industry or board.
2015 is shaping up to be a year where boards, once again, will be under

intense pressure and scrutiny to get it right in the Anglo-American
countries and probably across the globe. Here is a list of trends and key

issues, along with what boards are or should be doing in response.

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Featured Article

GREATER DIRECTOR AND ADVISER of the company. Regulators are legislating board renewal
and diversification, through quotas or the production of
INDEPENDENCE measureable objectives covering recruitment to retirement.

Pressure: Answer:

Adirector or professional adviser can be formally Competency, diversity and behaviour matrixes should:
independent, and yet captured inside the boardroom. flow from the purpose of the board and the strategic and
Forms of capture reported to me include social oversight requirements of the company; be established by
relationships, donations, jobs or contracts for friends, the nominating committee; and be independently
perks, vacations, office use, director interlocks, supplier or designed and validated to ensure recent and relevant
customer relations, and excessive tenure and expertise is possessed by each director. The diversity policy
compensation. Look for more regulators implementing should extend the prospective director pool to previously
term limits and moving towards an objective standard of unknown directors and who may be joining their first
director independence. Look for activists going into the board (80 per cent of directors are on one board only).
background of directors to demonstrate the capture. Look Tenure limits and excessive directorships (beyond two)
for investors focusing on the origination of each director should now be policied and capped (the average board
and service provider, which is to say how he or she came position is 300 hours). Robust matrix analysis and director
to be proposed, to address social relatedness. evaluation should occur by the nominating committee and
its independent adviser, not management. The board
Answer: should extract directors who do not possess relevant and
recent competencies or desired behaviours. (See
Boards can protect themselves by terminating any director boardroom dynamics, below, for a separate discussion of
or professional adviser who cannot be reasonably seen, by director behaviour.)
directors themselves and more importantly by an outsider,
to be independent from management in their oversight RISK GOVERNANCE
and assurance roles. Assume what boards know internally
is what is or will become known externally. This trend Pressure:
towards tighter independence standards will continue: For
example, internal oversight functions should also now be Plaintiff's investor lawsuits and proxy advisory firms are
independent from senior and operating management, and targeting directors at risk for oversight failure. Regulators
that includes the risk, compliance and audit functions, are imposing onerous risk coverage requirements on
who now should report functionally to the committees and directors that require oversight of internal controls, risk-
board. Any director or external or internal adviser to the takers and limitations. Lack of understanding of social
board or a committee should be, in law and in fact, media, bring your own device, and cyber security are
independent of all reporting management or any other contributing to enormous investor loss and brand
adverse interest, in order to be free to make impairment, as an example of technology risk. Recent risk
recommendations that run counter to that of failure by boards also includes sexual harassment, safety,
management. A board fully protecting itself would also security, technology, bribery, fraud and reputation.
require a third party anonymous review of director and
advisory independence annually, and acting on the results. Answer:
Directors know who is captured and there should be a
mechanism for this to come through. Boards should now have directors possessing risk expertise,
as regulators are requiring this. The identity of these

BETTER BOARD COMPOSITION AND DIVERSITY ...THE PRODUCTION OF CURRICULUM VITAE
(NOT PERFUNCTORY SHORT BIOS); AND
Pressure:
INTERVIEWS WITH DIRECTORS AND OVERSIGHT
Regulators are moving towards prescribed competency FUNCTIONS TO DETERMINE WHETHER THESE
matrixes; the production of curriculum vitae (not INDIVIDUALS ARE FIT FOR PURPOSE.
perfunctory short bios); and interviews with directors and
oversight functions to determine whether these individuals
are fit for purpose. Activists are searching director
backgrounds and track record to determine alignment
between competencies and the business model and strategy

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Featured Article

directors should be disclosed. Every company should Peer benchmarking should be balanced with the foregoing
board-approve a risk appetite framework, including pay principles and long-term alignment with the product
internal control reporting and independent, coordinated, cycle of the company (five to seven years, not three). Non-
assurance over controls mitigating each risk and their financial leading metrics such as innovation, value and
interactions. Directors using technology dashboards quality, and financial metrics such as balance sheet and
should oversee risks prospectively. Hiring of risk, capital treatment and returns, should be incorporated into
compliance and audit functions should occur, reporting to pay plans that have a line of sight to management
the audit and risk committee. Known limitations should performance, without any unjust exogenous enrichment.
cascade throughout the organisation, and back up to the There is much work to be done here, and more regulation
board, with ease, including within each market in which is expected in 2015 and 2016.
the company operates, and to key suppliers. Annual third
party reviews should occur, reporting directly to the board GREATER SHAREHOLDER ACCOUNTABILITY
and audit and risk committees. Board and committee
charters should have coverage over each material risk, Pressure:
financial and non-financial. Audit committees that oversee
substantive non-financial risks may be a red flag. There will Look for activism to grow unabated, and institutional
need to be significant investment and restructuring of shareholder and even regulatory support of proxy access
reporting relationships for the foregoing risk governance in 2015, giving greater control to shareholders over
regulation to occur. director selection and removal. Look for further
shareholder assertion of rights and coordination over the
COMPENSATION GOVERNANCE targeting of below-average management supervised by
complacent boards. Look for shareholder focus on director
Pressure: mindset, track record, and lack of management capture or
self-interest. Look for continued attack on entrenchment
Media and public pressure over the quantum and devices by management and their retained advisers to
alignment of executive pay have resulted in regulation over: insulate under-performers.
compensation committee and adviser independence; say-
on-pay; proxy advisers; and pay ratios; but not over pay- Answer:
for-performance (most important) and clawbacks, yet.
Certain public regulators have become more aggressive, Camera-ready boards should implement private, candid,
targeting the quantum of pay. Financial regulatory focus executive session meetings with long-term shareholders to
is on the delivery and alignment of pay. There is a modest, discuss governance, risk, pay, and value creation. Investors
but will be a growing movement once full regulation and boards should focus on company performance in
occurs, moving from (i) short-term, quantitative, financial comparison to peers, and superior governance that exceeds
pay metrics, relying on comparator inter-company the minimal. This includes background of directors.
benchmarking, which exacerbates pay unrelated to Independent governance auditors should be retained to
performance, to include (ii) long-term, qualitative, non- provide an activist point of view, ahead of a possible attack.
financial pay metrics, with customised, risk-adjusted pay Any adviser to the board on shareholder engagement
delivery commensurate with internal value creation and should be independent of management.
shareholder return.
A FOCUS ON STRATEGY AND VALUE CREATION
Answer:
FOCUS
Boards should engage directly with long-term, major
shareholders on their pay plans, without management Pressure:
influence. Clawbacks should be restructured or
implemented based on risk management and ethical Activist and, increasingly, good board focus is on the value
failure, not fraud, using an independent adviser not the creation plan, monitoring, and holding management
company lawyer or management-retained counsel. Boards responsible for its achievement. Complacent or
should approve key performance metrics based on an inexperienced boards incapable of directing an under-
explicit full business model invoked from the strategy. 75 performing, ineffective or inefficient management team
per cent of the performance metrics reflecting the firm are being targeted. Weak or legacy chairs and directors are
value chain should be leading and non-financial indicators. also targeted. Excessive or non-performance based
compensation is a red flag for governance intervention.

BOARDVIEW

29
Featured Article

Answer: GOOD BOARDS AND REGULATORS ARE

Good boards are becoming engaged, focused, results- MOVING TOWARDS INDEPENDENT,
oriented and disciplined. Agendas and committee
structures are being revised to focus on strategic primacy INTERNAL AND DEEP REVIEWS OVER THE
and value creation. Robust debate and review of the plan
is the primary board agenda item each meeting, and BOARD, RISKS AND INTERNAL CONTROLS,
strategic practises are adopted, such as, among others, that
at least one presentation each meeting from key personnel SIMILAR TO FINANCIAL AUDITS.
below the senior level, on that person's role in the value
maximisation plan, and a full discussion of progress to date sophisticated investors are a particular threat, as are
in that regard. However, board renewal is not reflecting regulators. Complying with basic practises is no longer
this structural and deeper board focus, yet. Ill-chosen adequate assurance or protection for boards, as capture,
directors are still unable to add value strategically, my entrenchment, self-dealing, complacency and non-
applied research suggests. There remains ample performance have all been shown to occur within existing
opportunity for activist intervention. governance frameworks. Governance failure, including
bribery, corruption, cyber and under-performance, has
INFORMATION TECHNOLOGY GOVERNANCE occurred at companies whose governance has been said to
be exemplary.
Pressure:
Answer:
Rapid technology advancement has created opportunity Good boards and regulators are moving towards
and risk. There is profound technological ignorance by independent, internal and deep reviews over the board,
many or most boards that is creating an inability to direct risks and internal controls, similar to financial audits. Just
and oversee management. Cyber security, bring your own as management cannot assure its own work, neither can
device, and social media are just three IT risks that, reviews boards assure a self-review. A well-chosen third party or
indicate, have deficient or non-existent internal controls, independent internal auditor provides boards with advance
which in turn causes privacy breach, reputational damage, warning on precisely where their vulnerabilities and
and significant investor loss. Plaintiff's lawyers are suing weaknesses are. An expert audit within an activist and
boards, correctly alleging breach of duty of care. emerging regulatory framework is a wise use of time and
Regulation is not keeping up with cyber-threats and hacker resources.
advancement.
TONE AT THE TOP - AND NOW IN THE MIDDLE
Answer:
Pressure:
Boards should be IT literate, agree on the standard and Long arms of regulators are now able to hold boards
platform, and direct management to have an action plan vicariously responsible for fraud, bribery and other forms
and target date for implementation, covering crown jewels; of corruption at deep levels within and even interacting
assuming penetration; and including internal controls over outside their organisation. The distraction, assets put at
behaviour and human error. Boards should control the risk, and reputation damage can be significant. "Tone in
budget, talent, resources, reporting and assurance of IT the middle," culture, and imprudent risk-taking are the
risk as part of broader ERM (enterprise risk management) new warning signs on which sophisticated boards are
and strategic risk. Scenario testing, mock attacks, and requesting concrete assurance, to ensure directors are not
expert assurance should be board-reported. If management the last to know.
resists third party validation, this is a red flag for any board.
Answer:
BOARD PERFORMANCE AUDITS Resourced boards are instituting: confidential and incented
whistle-blowing procedures; audits of internal controls
Pressure:

Regulation, activist, technical and public pressures are
augmenting the objective standard of care for directors.
Director action (or inaction) will be visible and risk
liability or other loss post failure. Resourced and

BOARDVIEW

30
Featured Article

BOARDS AND MANAGEMENT
TEAMS ARE ONLY ABOUT 40 PER
CENT THROUGH DIGESTING ALL OF
THE ABOVE REFORMS, AND THERE
ARE MORE TO COME IN 2015.

over culture and reputation; and amnesty, among other CONCLUSION
best practises, to ensure bad news rises. Explicit and
monitored thresholds for the board-approved risk appetite There has been more governance change occurring in the
framework are being instituted, along with a line of sight last five years than in a generation. Enron, WorldCom and
by the board that compensation is not driving bad other implosions in 2001-02 are very different from the
behaviour. Due diligence, climate, values, spot audits, and global financial crisis of 2008-09, which: was systemic,
the code of conduct are all being independently reviewed involved banking, and required broad government
and reported to committees and boards, without intervention. There is a regulatory and investor appetite
interference or funnelling of reporting management. Good for broad and deep governance change. The above 10
boards are much less tolerant of ethical lapses or changes and responses are touch-points for where
management blockage. governance change is happening the most. Boards and
management teams are only about 40 per cent through
BOARDROOM DYNAMICS digesting all of the above reforms, and there are more to
come in 2015.
Pressure:
ABOUT THE AUTHOR
Lastly, the board must gel as a team, and, as a team, control
management. Any behaviour gap - undue influence, Dr Richard Leblanc is a dynamic speaker who has been
reliance, dislike, dysfunction, or even contempt -- by one called upon by the media to give his views on board and
or more directors or managers, introduces information and individual director effectiveness across all sectors and
oversight asymmetry that can and does lead to governance industries. He has studied the boards and interviewed
failure. Every seat at and reporting to the board table directors of Fortune 500 companies, as well as training
matters. The pressure here is a toxic or under-performing regulators and directors from Central and South America, Europe and
director who refuses to resign out of self-interest, or a Asia-Pacific. He is the founder of the LinkedIn Group “Boards and
board allowing integrity breaches and leadership Advisors,” with over 15,000 members globally, which is the largest and
shortcomings by an officer to continue. most active online corporate governance group.

Answer: RELEVANT MINDA PROGRAMMES

Good boards: have behaviour matrixes and performance • CDAP: Ethics @ 22-23 Apr 2015, KL
reviews that define and rate behaviours at the board table; • CDAP: Strategy & Risk @ 11-12 Mar 2015, KL
have peer reviews and mentoring that develops and refines
behaviours; and act on the results regardless of profile or and 2-3 Sept 2015, KL
tenure. Due diligence, background checks, interviews, and • CDOP: 8-9 Apr 2015, KL and
assessments are all becoming commonplace. Personality
testing is also developing. 25-26 Nov 2015, Penang

BOARDVIEW

31
Book Review

THE ANTIDOTE "HOW TO TRANSFORM YOUR
BUSINESS FOR THE EXTREME CHALLENGES

OF THE 21ST CENTURY"

BY ANAND SHARMA AND GARY HOURSELT

The Antidote is a recommend read to
board of directors who wish to drive
sustainability through innovative boards.
It provides a wider lens for boards and
roadmap to management to align effectively
in gaining and sustaining market leadership.

Anand Sharma and Gary Hourselt provide CHAPTERS AT A
a one-stop guide to meeting the extreme GLANCE:
challenges of the 21st century through
speed, agility, quality, employee § Unleashing your
empowerment, innovation, and continuous organisation’s potential
growth.
§ Transforming your
Sustainable competitive advantage in today's Companies that have traveled this management system
global marketplace can be difficult to transformational journey experience
acquire, especially if your company is impressive results: Productivity up 15 § Pursuing operational
burdened by the old scientific management percent, sales up 20 percent, profits up 25 excellence
model. The Antidote introduces a percent, and 15 to 20 percent growth every
revolutionary alternative to the outdated year. They cut lead times by 90 percent and § Choosing your
command-and-control structure that inventory by 50 percent, achievements that organisation’s path
restricts so many companies. It's called the are just as relevant for service companies as
transformational management system, and they are for manufacturers. § Leading the
it involves everyone in the company transformation
squeezing out waste and creating value for
your customers. With its roots in Toyota's § Discovering the voice
lean culture, the transformational of the customer
management system helps enterprises of all
sizes and shapes align work with strategies, § Developing game-
discover the Voice of the customer, develop changing products and
game-changing products and services services
rapidly, and become innovative solutions
providers. § Becoming an
innovative solutions
Sharma and Hourselt offer powerful A passionate call to action, The Antidote provider
techniques you can use to control costs and describes the path business leaders can take
spur continuous growth, and they show you today to meet increasingly complex business § Putting it all together
how to apply them through the examples of challenges and transform their organisations
companies who have undergone sea-change to create promising futures for themselves § Sustaining the journey
behavior to reach market leadership. and their employees.
§ Raising the bar

§ Overcoming obstacles

BOARDVIEW

32
Programme Highlights

12 – 14 October 2014

DIRECTORS FORUM 7/2014 “TALENT AND HUMAN CAPITAL:
THE DRIVERS OF GROWTH AND CREATIVITY”

Type: Premier Programme
Venue: Conrad Koh Samui Hotel, Thailand

DF 7/2014 was held in Koh Samui, Thailand and attended by a NEXT SESSIONS
total of nineteen (19) directors from various Listed and Unlisted
companies. It focuses on how directors can influence the C-Suites • 23 & 24 Mar 2015, Jakarta Indonesia
and organisations in addressing human capital challenges, cultivating • 2 & 3 Nov 2015, Phuket, Thailand
the right characteristics that develops talent and human capital to
drive corporate growth and creativity within the board and the
organisation, and enhance the effectiveness of the board through
consistent human capital philosophies, thus deciding on elements of
each philosophy and feedback.

Among the topics covered during the three-day programme included:

• Talent and Human Capital in the Boardroom,

• Leveraging the Talent in Your Boardroom,

• CEO Succession,

• The Board’s Role in Oversight of Executive Talent Development,

• Executive and Director Compensation and

• Board and Director Evaluation

Over the Fireplace Chat session, a briefing on the possible business
ventures in Thailand was shared by Mohd. Faizal, the Consul General
of Malaysia in Songkhla, Thailand since 2012.

12 & 13 November 2014

CORPORATE DIRECTORS ADVANCED
PROGRAMME: INNOVATION

Type: Customised Programme
Venue: The Majestic Hotel Kuala Lumpur

CDAP Innovation was launched first under the CDAP series year
2014. The programme was attended by fourteen (14) participants
and facilitated by Encik Azim Pawanchik, the co-founder and
Principal Consultant for Alpha Catalyst Consulting (ACC) and Dr
Suraya Sulaiman, Executive Director of Innovation Capability &
Culture for Alpha Catalyst Consulting (ACC).

CDAP Innovation provides the necessary knowledge and skills for the
directors to be able to provide inputs, make sound judgment and ask
critical probing questions on INNOVATION. Thus, this programme
provides vital knowledge of the innovative concepts needed by all
directors in today’s business world with a special focus on improving
innovation-related capabilities leading towards an improved
performance and productivity in the Boardroom.

NEXT SESSIONS

• 27 & 28 May 2015, KL

BOARDVIEW

33
Programme Highlights

26 & 27 November 2014

CORPORATE DIRECTORS ONBOARDING PROGRAMME

Type: Customised Programme
Venue: The Majestic Hotel Kuala Lumpur

MINDA 2nd CDOP programme for 2014 which focused on
knowledge, skills and behavioural mindsets. The programme
was facilitated by Mr Azryain Borhan Companies Commission
of Malaysia, Datuk John Zinkin Managing Director of Zinkin
Ettinger Sdn Bhd and Dato’ Abdul Aziz Abu Bakar CEO of
MINDA. A total number of 21 pax attended the programme.

CDOP methodology involved facilitated learning through active
interactions, dynamic discussions and the use of case studies. Among
the topics covered during the two-day programme were

• The Dynamics of a Company,

• Key Role Players in a Company – Roles and Responsibilities,

• Effective Director’s Profile – ‘Knowledge, Skills and Mindset’,

• Enhancing Board Effectiveness,

• Anatomy of Corporate Governance and

• Optimum Board Performance: Best Practices for Board
Performance and Risk Management.

NEXT SESSIONS

• 8 & 9 Apr 2015, KL
• 25 & 26 Nov 2015, Penang

27 - 28 January 2015

CORPORATE DIRECTORS ADVANCED PROGRAMME (CDAP) – FINANCE FOR
NON FINANCE: “FINANCIAL LANGUAGE IN THE BOARDROOM”

Type: Customised Programme
Venue: Le Meridien, Kuala Lumpur

MINDA organised its first Corporate Directors Advanced The key highlights of the programme include:
Programme (CDAP) for 2015 title Finance for Non Finance:
“Financial Language in the Boardroom”. This programme was • Rated highly on its ability to impart practical financial language
attended by twenty-three (23) Directors and Chairmen from various understanding in the boardroom context with extensive discussion
company. on Faber Group’s case study. Many other local and regional cases
are also being referred to throughout the programme.
“Corporate Directors Advanced Program (CDAP): Financial Language
in the Boardroom” is the only financial related programme in the • Led by the experienced financial expert, Mr Vincent Loh who has
market that is tailored for Board Members. The programme was well- more than 35 years of experience in auditing, finance, managing
attended by a good mix of Chairmen, Directors and CEOs of various companies and management consultancy in the UK, Singapore,
GLCs and PLCs where they now have the following within their Cambodia, Indonesia, Hong Kong and Malaysia.
fingertips:
• Peer-to-peer experiences sharing among seasoned Board Members
• The legal reporting requirements for companies and benchmarked against Vincent’s regional experience.

• How to interpret financial reports and make sound analysis of NEXT SESSIONS
business performance for board discussion
• 9 & 10 June 2015, KL
• Some “golden rules” of financial management to improve business
performance and viability

• How businesses are valued for acquisition

BOARDVIEW

34
Programme Highlights

WOMEN DIRECTORS ONBOARDING TRAINING PROGRAMME
(WDOTP) SERIES 2014

Type: Customised Programme
Venue: Session 1: 8 – 9 Sept 2014 - Securities Commission Malaysia

Session 2: 7 – 9 Oct 2014 - Securities Commission Malaysia,
Session 3: 2 – 4 Nov 2014 - JW Marriott Kuala Lumpur,
Session 4: 4 – 6 Nov 2014 - Securities Commission Malaysia

As part of MINDA’s continuity effort of
supporting the Government’s aspiration in
achieving 30% women in the key decision
making positions in Malaysia, MINDA has
organised the Women Directors Onboarding
Training Programme (WDOTP) for the second
year of 2014.
The WDOTP is designed to prepare potential
and qualified women to fully understand their
roles as board directors. Among the topics covered
during the three-day programme were The
Fiduciary Duties, Roles and Responsibilities of
Corporate Directors as stipulated in the
Companies Act, The Corporate Governance of
company directors as best practices, Financial
Language in the Boardroom, Strategy & Risk and
Various board roles vis a vis the organisation and
stakeholders.
The programmes were facilitated by experienced
faculty members from Companies Commission
of Malaysia, Mr Philip Koh, Ms Vijayam
Nadarah, Mr Vincent Loh, Mr Wee Hock Kee
and YBhg Dato’ Aziz Abu Bakar, CEO of
MINDA.
Over the Panel discussion, a briefing on the
responsibilities of a corporate director was shared
by selected experienced high profile directors
from various GLCs, PLCs and MNCs. The
discussion was moderated by Dato Aziz Abu
Bakar.

BOARDVIEW

35
Programme Highlights

17 October 2014 Fourth Breakfast Talk organised by MINDA for the year of
2014 titled “Great Companies Deserve Great Boards” with
BREAKFAST TALK “GREAT Beverly A. Behan President, Board Advisor, LLC as the guest
COMPANIES DESERVE GREAT speaker.
BOARDS” WITH BEVERLY A. BEHAN
The session was attended by a total of forty nine (49) invitees
Type: Awareness & Networking including Company Secretaries and MINDA Alumni from
Venue: The Majestic Hotel Kuala Lumpur various GLCs and PLCs companies. The focus of the Talk was
how good boards become great and how great boards stay that
way was the subject of this talk. Practical examples were focused
on the eight key parameters of board building – understanding
what they are and how they can be optimised to achieve positive
changes for any board. Specific areas of discussion included:

• The biggest complaint most directors have – and how
addressing it can achieve significant impact on overall
board effectiveness

• How to use a board assessment in a way that creates real
value – and identifies opportunities to take a board from
good to great

For the second half, Company Secretaries Briefing was
conducted by Dato’ Abdul Aziz Abu Bakar, CEO – MINDA.
The focus of the briefing was mainly on MINDA programmes
to be offered in year 2015, for the benefit of the Company
Directors in developing their skills, knowledge and mindset.

14 January 2015

MINDA POWERTALK SERIES “EXECUTING YOUR GROWTH STRATEGY WITH
CERTAINTY” WITH ANAND SHARMA

Type: Awareness & Networking
Venue: Sheraton Imperial Hotel, Kuala Lumpur

First PowerTalk organised by MINDA for the year of 2015 titled “Executing
Your Growth Strategy With Certainty” with Anand Sharma, Founder &
CEO, Growth Advisory, LLC as the guest speaker.

The session was attended by a total of forty nine (49) invitees from various GLCs
and PLCs companies. The focus of the Talk was strategy implementation process
and the purpose of this process was the subject of this talk.

Anand Sharma shared a unique and simple strategy implementation process that
he had successfully used for over two decades with hundreds of large and small
businesses around the globe. The purpose of this process, which includes active
participation of the entire leadership team:

• is to develop alignment

• focus, buy-in and a disciplined process for review

• countermeasures and ultimate achievement of the growth strategy one year
at a time

Anand is author of The Perfect Engine: How to Win in the New Demand
Economy by Building to Order With Fewer Resources (Free Press, 2001), and
co-author of The Antidote: How to Transform your business for Extreme
Challenges of the 21st Century (Managing Times Press 2006). He was named a
Hero of U.S. Manufacturing in 2001 by Fortune magazine and was awarded the
2002 Donald Burnham Manufacturing Management Award by the Society of
Manufacturing Engineers.

BOARDVIEW

36
Event Highlights

Women Directors Convention-
Leveraging Diversity For Performance

Organiser: Ministry of Women, Family and Community
Development and NAM Institute for the Empowerment of Women
Date: 9 December 2014
Venue: Kuala Lumpur Convention Centre

Women Directors Convention - Leveraging Diversity for
Performance was brought by the Ministry of Women, Family
and Community Development and NAM Institute for the
Empowerment of Women.
The event started by Opening Video of Women-On-Boards MY
Initiative (2012-2014) and continued by opening address by Dato’
Rohani Abdul Karim, Minister of Women, Family and Community
Development. Dato’ Sri Idris Jala, Minister in the Prime Minister’s
Department and Chief Executive Officer of the Performance
Management and Delivery Unit (PEMANDU) led the briefing
session on Women Talent – Economic Driver for the Future.
This session continued with Dato’ Aziz Bakar who led the briefing
session on the View from the Boardroom – Envisioning 2020 Boards
and Roundtable Discussions: Placing Women on Boards. The focus
of this programme was mainly for Women of Boards 2015.

Knowledge Sharing Session -In Conjunction With The Launch
of MOF MKD Directors Guidelines

Organiser: Ministry of Finance
Date: 16 December 2014
Venue: Dewan Utama, Ministry of Finance, Putrajaya

Knowledge Sharing Session organised by Ministry of Finance in
Conjunction with Majlis Pelancaran Buku Garis Panduan
Lembaga Pengarah Lantikan Menteri Kewangan (MKD).
In a short 3 hours, Dato’ Aziz Bakar shared how Boards play a
Central Role to Drive Governance and Performance and the levers
for achieving world-class results. The objective of this programme
was to address Board performance by equipping Directors of
Companies with world-class knowledge, skills and mindsets required
to perform to a consistently high standard.

Dato’ Aziz talked on the following:

• What are the characteristics of an ‘Effective’ Director?
• What Each Domain Means (Knowledge, Skills and Mindsets)
• Convergence of Roles of Directors
• What are the components of an ‘Effective’ Board?
• Enhancing Board Effectiveness
• Road-Map Of Director Development

BOARDVIEW

37
Event Highlights

8 December 2014

TEAM BUILDING &
CORPORATE SOCIAL
RESPONSIBILITY (CSR)

Type: Happenings in MINDA
Venue: Rumah Kasih Harmoni, Sungai Buloh

The MINDA Team Building & Corporate Social
Responsibility (CSR) Activity 2014 was held in
Rumah Kasih Harmoni, Sungai Buloh. It was a one
(1) day programme arranged by MINDA
Management. The objectives of the programme are to
foster stronger relationship and cohesiveness in teams,
able to enhance effective team communication within
organisation, actively contribute to local charities and
also to have more fun time together with all team
members and children.

CSR programme was held on 8th December 2014
where 40 children from Rumah Kasih Harmoni were
involved. These children were brought to Mydin at USJ
1, Subang Jaya to purchase school items such as school
shirts and pants, shoes, belts and socks by MINDA
staff. The event started at 10.30am assisted by the
Mydin management. The Mydin management had also
arranged separate counters to maintain the smoothness
of the programme. All MINDA team and children had
their lunch at KFC which was located at the ground
floor of the building. Dato’ Aziz Abu Bakar also had
donated RM5000 as a contribution to Rumah Kasih
Harmoni. MINDA staff also donated some goods to
the children. The event ended at 3.30pm.

12 February 2015

STUDY VISIT TO THE
INSTITUTE OF
DIRECTORS, THAILAND

Venue: Bangkok, Thailand

MINDA conducted a study visit to The
Institute of Directors, Thailand (IOD
Thai) to learn about their success and
growth as a centre of excellence for directors
not just locally but across the region too. We
had the pleasure in meeting with the President
and CEO, Dr Bandid Nijathaworn who
generously shared his experiences, challenges,
key success factors and tips in running and
maintaining the standards of IOD Thai.

MINDA thanks Dr Bandid and hope to
collaborate again soon.

BOARDVIEW

Programmes Duration Jan Feb Mac Apr May Jun Jul Aug Sept Oct Nov Dec
27-28 7-9
TIER 1 PREMIER PROGRAMMES 23-24

BHPD 4-Day 22-23 17-20 2-3
DF 2-Day 10 8-9
DC 2 -Da y
13-14
TIER 2 CUSTOMISED PROGRAMMES 38

CDAP – Ethics MINDA PROGRAMME CALENDAR 20152 -Da y9-10
CDAP – Finance 2 -Da y
BOARDVIEW
CDAP – Finance (GST) 1 -Da y

CDAP – Human Capital 2 -Da y

CDAP– Innovation 2-Day 27 -28
CDAP – Mergers & Acquisitions 2-Day
CDAP – Strategy & Risk 2 -Da y 11-12 8-9 2-3 7-8
CDOP 2 -Da y 2-3 28-30
WDOTP 4 -Da y TBC 4-6 1-3 25-26
MDOP 2 -Da y TBC 6-7
IDS 2 -Da y
NTIEETRW3OARWKAINREGNPERSOS G&RAMMES 14 TBC TBC 6
1.5 21
Power Talk Series 15 Hour 6
Charity Golf
1 -Da y WDOTP: Women Directors Onboarding Training Programme
MDOP: MKD Directors Onboarding Programme
Raya Open House 1 Day

Legend CDAP: Corporate Directors Advanced Programme
CDOP: Corporate Directors Onboarding Programme
BHPD: Building High Performance Directors IDS: International Directors Summit
DF: Directors Forum
DC: Directors Colloquy

39

PREMIER ALUMNI LIST

BHPD 1/2007 23. Tan Sri Azlan Mohd Zainol 46. Dato' Syed Saleh Syed Abdul Rahman
1. Datuk Dr. Syed Muhamad bin Syed Malaysia Resources Corporation Berhad Lembaga Tabung Haji

Abdul Kadir 24. Tan Sri Datuk Khatib Abdul Hamid 47. Dato' Zainal Azwar bin Zainal
Bumiputra-Commerce Holdings Berhad Pantai Holdings Berhad Aminuddin
2. Dato' Dr. Mohamad Hashim Ahmad TH Plantation Berhad
Tajudin 25. Tan Sri Ahmad Sarji Abdul Hamid
Chemical Company of Malaysia Berhad Permodalan Nasional Berhad 48. Datuk Zainal Abidin Alias
3. Datuk Bazlan bin Osman Faber Group Berhad
Telekom Malaysia Berhad 26. Dato'Mohammed Azlan Hashim
4. Lau Tiang Hua Proton Holdings Berhad CF 2/2008
Malaysia Building Society Berhad 49. Dato' Ir. Abdul Rahim Bakar
5. Dato' Abdul Rahman Abdul Ghani 27. Tan Sri Dato' Ir Muhammad Radzi Hj
Malaysian Airline System Berhad Mansor OPUS Group Berhad
6. Tuan Haji Abdul Jabbar bin Abdul Telekom Malaysia Berhad 50. Abdullah Abdul Hamid
Majid
Proton Holdings Berhad 28. Tan Sri Leo Moggie Malaysian Directors Academy (MINDA)
7. Dato' Lim Kheng Guan Tenaga Nasional Berhad 51. Dato' Ahmad Pardas Senin
Telekom Malaysia Berhad
8. Dato' Fuad bin Jaafar 29. Dato' Ir Abdul Rahim Abu Bakar Malaysian Directors Academy (MINDA)
Tenaga Nasional Berhad UEM Builders Berhad 52. Dato' Anwar bin Haji @ Aji
9. Dato' Anwarrudin Ahamad Osman
UEM Builders Berhad 30. Tan Sri Dr Ahmad Tajuddin Ali Faber Group Berhad
10. Tuan Haji Abdul Kadir Md Kassim UEM Group Berhad 53. Tan Sri Dato' Seri Haidar bin Mohamed
UEM World Berhad
11. Andrew Lo Kian Nyan 31. Raja Tan Sri Arshad Raja Tun Uda Nor
Employees Provident Fund Asia Capital Reinsurance Malaysia Sdn CIMB Bank Berhad
12. Dr. Roslan A. Ghaffar Bhd 54. Datuk Mohamed Arif Nun
Malaysian Resources Corporation Berhad Silterra Malaysia Sdn Bhd
13. Tuan Haji Mohd Yusof Hussian 32. Tan Poh Keat 55. Tan Sri Dato' Lau Yin Pin
Bumiputra-Commerce Holdings Berhad Telekom Research & Development Sdn Tenaga Nasional Berhad
14. Tuan Haji Khairuddin Ahmad Bhd 56. Tan Sri Dato' Lodin Wok Kamaruddin
RHB Bank Berhad Boustead Holdings Berhad
15. Ismael Fariz Ali BHPD 2/2008 57. Dato' Dr. Mohamad Hashim bin
Khazanah Nasional Berhad 33. Datuk Abdullah Hj Kuntom Ahmad Tajudin
CF 1/2007 Chemical Company of Malaysia Berhad
16. Tan Sri Samsudin Osman Malaysia Building Society Berhad 58. Tan Sri Mohamed Azman Yahya
BIMB Holdings Berhad 34. Tuan Haji Ir. Abdullah Yusof Pharmaniaga Bhd
17. Tan Sri Dato' Seri Haidar Mohamed 59. Tan Sri Datuk Mohamed Khatib bin
Noor Cement Industries of Malaysia Abdul Hamid
CIMB Bank Berhad 35. Abu Bakar Ibrahim Pantai Holdings Berhad
18. Tan Sri Dato' Hj Mohd Zuki Hj 60. Tan Sri Dato' Sheriff Mohd Kassim
Kamaluddin Khazanah Nasional Berhad PLUS Expressway Berhad
Island & Peninsular Berhad 36. Anuar bin Mohd Hassan 61. Dato' Mohd Shukri Hussin
19. Laksamana (B) Tan Sri Dato' Sri Mohd Bumiputra-Commerce Holdings Berhad
Anwar Hj Mohd Nor Malaysian Reinsurance Berhad 62. Tan Sri Dato' Dr. Muhammad Rais
Lembaga Tabung Angkatan Tentera 37. Dato' Dr. Aziuddin Ahmad Abdul Karim
20. Mohd Ali Dewal Malaysian Directors Academy (MINDA)
Lippo Bank Tbk ValueCap Sdn Bhd 63. Oh Kim Sun
21. Tan Sri Datuk Dr Aris Othman 38. Tan Sri Bashir Ahmad bin Abdul Majid Pharmaniaga Bhd
Malaysia Airport Holdings Berhad DF 1/2009
22. Tan Sri Abdul Halim Ali Malaysia Airport Holdings Berhad 64. Arlida Ariff
Malaysia Building Society Berhad 39. Jamilah Dato' Hashim Iskandar Investment Berhad
65. Adlan Ahmad
Khazanah Nasional Berhad Iskandar Waterfront Sdn Bhd
40. Dr. Kamarulzaman Mohamed Zin 66. Shahnaz Al-Sadat binti Abdul Mohsein
UEM Group Berhad
Khazanah Nasional Berhad 67. Tuan Haji Hassan Jaa'far
41. Tan Sri Datuk Mohamed Khatib bin PLUS Expressway Berhad

Abdul Hamid
Pantai Holdings Berhad
42. Datuk Mohamed Zain bin Mohamed
Yusof
Faber Group Berhad
43. Mohd Nadziruddin Mohd Basri
Khazanah Nasional Berhad
44. Dr. Ir. Muhamad Fuad bin Abdullah
Island & Peninsular Bhd
45. Dato' Rosli Sharif
Faber Group Berhad

BOARDVIEW

40
Alumni List

68. Dato' Noorizah binti Hj. Abd Hamid 92. Fazlur Rahman Ebrahim 117. Tuan Haji Hassan Jaafar
PLUS Expressway Berhad Securities Commision PLUS Expressway Berhad

69. Tan Sri K. Ravindran 93. Mahbob bin Abdullah 118. Ibrahim bin Awang
PLUS Expressway Berhad TH Plantations Berhad Permodalan Nasional Berhad

70. Tan Sri Abdul Halim Ali 94. Datuk Azizan Abdul Rahman 119. Dato' Kalsom Abd Rahman
Malaysia Building Society Berhad TH Properties Sdn Bhd MISC Berhad

71. Mohd Izani Ashari 95. Dato' Othman Jusoh 120. Mahadzir Bin Azizan
Khazanah Nasional Berhad TH Technologies Sdn Bhd Syarikat Takaful Malaysia Berhad

72. Michael Jude Fernandez BHPD 4/2011 121. Datuk Mohaiyani binti Shamsudin
Khazanah Nasional Berhad 96. Tan Sri Abdul Halim Ali Malayan Banking Berhad

73. Hiroyuki Kudo Malaysian Building Society Berhad 122. Dato' Mohamed Hassan Md Kamil
CIMB Group Berhad Syarikat Takaful Malaysia Berhad
97. Abdul Rahim Bin Abdul Hamid
BHPD 3/2010 Proton Holdings Berhad 123. Tan Sri Dato' Dr Muhammad Rais Bin
74. Encik Johan bin Abdullah Abdul Karim
98. Tan Sri Abi Musa Asa'ari Malaysian Directors Academy (MINDA)
BIMB Holdings Berhad Lembaga Tabung Haji
124. Osman bin Ismail
75. Dato' Kalsom binti Abdul Rahman 99. Dr Achmad Riawan Amin Permodalan Nasional Berhad
Chemical Company of Malaysia Bhd CIMB Islamic Bank Berhad
125. Richard George Azlan Abas
76. Dato' Mohammed Azlan Hashim 100. Behara Venkata Rama Subbu Theta Edge Berhad
Employee Provident Fund (EPF) Proton Holdings Berhad
126. Ronnie Kok Lai Huat
77. Prof. Datuk Dr. Syed Othman Alhabshi 101. Datuk Francis Tan Leh Kiah TIME dotCom Berhad
Etiqa Takaful Berhad Securities Commission Malaysia
127. Tan Sri Datuk Dr. Rafiah Salim
78. Dato' Ikmal Hijaz Hashim 102. Tan Sri Ghazzali Sheikh Abdul Khalid NAM Institute for the Empowerment of
Faber Group Berhad Axiata Group Berhad Women (NIEW)

79. Mohd Izani Ashari 103. Datuk Johar Bin Che Mat 128. Dato' Sulaiman Mohd Yusof
Khazanah Nasional Berhad Proton Holdings Berhad Syarikat Takaful Malaysia Berhad

80. Hisham Zainal Mokhtar 104. Michael Jude Fernandes 129. Maj Gen Dato’ Zulkiflee bin Mazlan
Khazanah Nasional Berhad Pantai Holdings Berhad Perbadanan Hal Ehwal Bekas Angkatan
Tentera
81. Loh Wai Yee 105. Mohamed Nor Bin Abdul Hamid
Khazanah Nasional Berhad Etiqa Takaful Berhad BHPD 5/2012
130. Tan Sri Dato’ Sri Azizan Ariffin
82. Stephanie Saw Ai Lin 106. Dato' Sri Mohd Nadzmi Bin Mohd
Khazanah Nasional Berhad Salleh BHIC Aero Services Sdn Bhd
Proton Holdings Berhad 131. Amrish Hari Narayanan
83. Dato' Ir. Abdul Rahim Abu Bakar
Telekom Malaysia Berhad 107. Tan Sri Rainer Althoff EMRAIL Sdn Bhd
Proton Holdings Berhad 132. Tan Sri Dato’ Hari Narayanan A/L
84. Dato' Abdul Manaf bin Hashim
Tenaga Nasional Berhad 108. Tuan Haji Zakaria Bin Ismail Govindasamy
Syarikat Takaful Malaysia Berhad Tenaga Nasional Berhad
85. Shahnaz Al-Sadat Abdul Mohsein 133. Datuk Mohamed Zain Mohamed Yusuf
UEM Group Berhad 109. Yew Wan Kup Faber Group Berhad
CIMB Group Holdings Berhad 134. Tan Sri Samsudin Osman
86. Tuan Haji Abdul Kadir Bin Md. Kassim Employee Provident Fund
UEM Land Holdings Berhad DF 2/2011 135. Dato’ Sulaiman Mohd Yusof
110. Datuk Abdul Malek Bin Abdul Aziz Syarikat Takaful Malaysia Berhad
CF 3/2010 136. Datuk Zainal Abidin Alias
87. Tuan Haji Abdul Kadir Bin Md. Kassim NCB Holdings Berhad Faber Group Berhad
111. Tuan Haji Abdul Kadir Bin Md Kassim 137. Zaiviji Ismail bin Abdullah
Cement Industry of Malaysia UEM Group Berhad
88. Datuk Dr. Syed Muhamad bin Syed UEM Land Holdings Berhad DF 3/2012
112. Abdul Rahim Bin Abdul Hamid 138. Tuan Haji Abdul Kadir bin Md Kassim
Abdul Kadir UEM Group Berhad
CIMB Islamic Berhad Proton Holdings Berhad 139. Dato’ Ir Abdul Rahim Abu Bakar
Telekom Malaysia Berhad
89. Dato' Ikmal Hijaz Hashim 113. Ahmad Tajuddin Carrim 140. Dato’ Ahmad Ibnihajar
Faber Group Berhad Proton Holdings Berhad Malaysian Resources Corporation Berhad

90. Tan Sri Dato’ Dr. Muhammad Rais 114. Cindy Tan Ler Chin
Abdul Karim Malaysia Building Society Berhad
Malaysian Directors Academy (MINDA)
115. David Lau Nai Pek
91. Laksamana Tan Sri Dato' Seri Ilyas Hj Axiata Group Berhad
Din (Bersara)
Perbadanan Hal Ehwal Bekas Angkatan 116. Dato' Gumuri Hussain
Tentera Securities Commission Malaysia

BOARDVIEW

41
Alumni List

141. Datuk Azzat bin Kamaludin 165. Dato' Rosman Bin Abdullah 188. Datin Paduka Norazlina binti Zakaria
Axiata Group Berhad Kumpulan FIMA Berhad Perbadanan Kemajuan Negeri Selangor
(PKNS)
142. Ibrahim Marsidi 166. Shahnaz Al Sadat
Telekom Malaysia Berhad Malaysian Directors Academy (MINDA) 189. Norazni Binti Mohd Isa
Tenaga Nasional Berhad
143. Kenneth Shen 167. Dato' Sulaiman Mohd Yusof
Axiata Group Berhad Syarikat Takaful Malaysia Berhad 190. Tan Sri Dato’ Ir. Hj. Omar Bin Ibrahim
UEM Group Berhad
144. Loh Lee Soon 168. Tuan Syed Kamarulzaman Bin Dato'
Maybank Asset Management Sdn Bhd Syed Zainol Khodki Shahabudin 191. Rahim Yunus
Perbadanan Nasional Berhad (PNS) Bank Rakyat
145. Tan Sri Dato’ Mohd Sheriff Mohd
Kassim 169. Wan Abdul Aziz Ariffin 192. Datuk Razali bin Che Mat
PLUS Malaysia Berhad Khazanah Nasional Berhad Perbadanan Kemajuan Negeri Selangor
(PKNS)
146. Puasa Osman 170. Dato' Wan Mohd Fadzmi Wan Othman
Faber Group Berhad AGRO Bank 193. Zainal Abidin Jalil
Malakoff Corporation Berhad
147. Tuan Haji Zakaria bin Ismail 171. Zainal Abidin Jalil
Syarikat Takaful Malaysia Berhad Malakoff Corporation Berhad 194. Dato’ Zuraidah Atan
Bank Rakyat
DF 4/2013 172. Dato’ Zohari Bin Akob
148. Tan Sri Abdul Halim Ali Jambatan Kedua Sdn Bhd DF 5/2013
195. Puan Rashidah Mohd Sies
Malaysia Building Society Berhad 173. Encik Zaiviji Bin Abdullah
149. Prof. Ir. Dr. Hj Abdul Rahman Bin UEM Group Berhad Agro Bank
196. Dr. Saimy Bin Ismail
Omar BHPD 6/2013
UiTM Hospitality Management Services 174. Abdul Rahim Abdul Hamid Faber Group Berhad
Sdn Bhd 197. Encik Azizi Meor Ngah
150. Ahmad Norhisham Hassan Malaysia Debt Ventures Berhad
Jambatan Kedua Sdn Bhd 175. Prof. Ir. Dr. Hj Abdul Rahman Bin Halal Industry Development Corporation
151. Datuk Wira Ahmad Rusli Joharie 198. YM Tengku Dato' Seri Hasmuddin
Pengurusan Aset Air Berhad Omar
152. Tan Sri Dr. Ahmad Tajuddin Ali UiTM Hospitality Management Services Tengku Othman
UEM Group Berhad Sdn Bhd Institut Jantung Negara Sdn Bhd
153. Dato' Ahmad Zaini Othman 176. Datuk Ir. Abdullah Sani bin Abd Karim 199. Dato’ Farizan Darus
Malaysia Building Society Berhad Faber Group Berhad Jambatan Kedua Sdn Bhd
154. Azman Bin Hj. Tambi Chik 177. Dato’ Adzmy bin Abdullah 200. Dato’ Hashmuddin Bin Mohd
Rangkaian Hotel Seri Malaysia Sdn Bhd SME Bank Jambatan Kedua Sdn Bhd
155. Dato' Hashmuddin Bin Mohd 178. Elakumari Kantilal 201. Encik Mohamad Azmi B Ali
Jambatan Kedua Sdn Bhd Faber Group Berhad Jambatan Kedua Sdn Bhd
156. Dato' Seri Ismail Shahudin 179. Datuk Johar Che Mat 202. Major (R) Ir. Mohd Ashari Alias
Opus Group Berhad Agro Bank Jambatan Kedua Sdn Bhd
157. Dato' Md. Agil Bin Mohd Natt 180. Lim Tau Kien 203. Tan Sri Dr. Sulaiman Mahbob
EXIM Bank Malaysia Berhad UEM Group Berhad Jambatan Kedua Sdn Bhd
158. Mohamad Azmi Bin Ali 181. Mahadzir Azizan 204. Dato' Zohari Bin Akob
Jambatan Kedua Sdn Bhd Syarikat Takaful Malaysia Berhad Jambatan Kedua Sdn Bhd
159. Dato' Mohamed Hassan Md Kamil 182. Tan Sri Datu Dr. Mohamad Taha Arif 205. Encik Hazim Jamaluddin
Syarikat Takaful Malaysia Berhad IJN Sdn Bhd Ministry of Finance
160. Datuk Mohamed Zain Mohamed Yusuf 183. Dato’ Mohd Salleh Mahmud 206. Ms. Ravinder Kaur a/p Mahan Singh
Faber Group Berhad IJN Sdn Bhd Malaysia Building Society Bhd
161. Tuan Haji Mohd Radzi Hussein 184. Tan Sri Dato’ Dr Muhammad Rais bin 207. Puan Hawariah Bt Idris
Pengurusan Aset Air Bhd Abdul Karim Multimedia Development Corporation
162. Dato Norazman Abd Aziz Malaysian Directors Academy (MINDA) Sdn Bhd (MDEC)
UEM Group Berhad 185. Datuk Mustafha Abd Razak 208. Lt. Jen. (R) Datuk Abdul Aziz Bin
163. Tan Sri Dato' Ir. Haji Omar Bin Bank Rakyat Hassan
Ibrahim 186. Dato’ Nasarudin bin Hashim NCB Holdings Bhd
UEM Builders Berhad Perak Corporation Berhad 209. Dato Abdul Malek Bin Abdul Aziz
164. Dato' Rosely Bin Samsuri 187. Nik Rizal Kamil Bin Tan Sri Dato’ Nik NCB Holdings Bhd
Perbadanan Nasional Berhad Ibrahim Kamil 210. Dato Zuraidah Binti Atan
Telekom Malaysia Berhad NCB Holdings Bhd
211. Puan Azlina Juliani Binti Abd Jalil
Perbadanan Nasional Berhad (PNS)

BOARDVIEW

42
Alumni List

212. YBhg Datuk Idris Bin Hashim 234. Dr. Suraya Sulaiman 257. Dr. Saimy Ismail
Perbadanan Nasional Berhad (PNS) Alpha Catalyst Consulting Faber Group Berhad

213. YBhg Dato' Mohd Arif Bin Ab. 235. Dr. Zainal Abideen Bin Salleh 258. Lieutenant General Dato' Seri Panglima
Rahman KUB Agro Holdings Sdn Bhd Dr. Sulaiman Abdullah
Perbadanan Nasional Berhad (PNS) Pharmaniaga Berhad
BHPD 7/2014
214. Tan Sri Datuk Amar (Dr.) Hamid Bin 236. Prof. Ir. Dr. Haji Abdul Rahman Omar 259. Dato’ Syed Kamarulzaman Bin Dato'
Bugo Syed Zainol Khodki Shahabudin
Sapurakencana Petroleum Berhad UiTM Hospitality Management Services Perbadanan Nasional Berhad
Sdn Bhd(Intekma Resort & Convention
215. Encik Ishak Bin Ismail Centre) 260. Datuk Wan Shihab Wan Ismail
SME Bank 237. Dato' Sri Haji Azemi Kasim Prime Minister's Office (PMO)
Technology Park Malaysia Corporation
216. Tuan Haji Ishak Bin Hashim Sdn Bhd 261. Ms. Pauline Yeo Puai Eng
SME Bank (CEDAR) 238. Dato' Sri Dr. Halim Shafie Iskandar Malaysia Studios Sdn Bhd
Telekom Malaysia Berhad
217. Mr. Abdulla Faiz 239. Dato' Ir. Dr. Ismail Mohamed Taib 262. Encik Zalman Bin Ismail
State Trading Organization PLC Jambatan Kedua Sdn Bhd Jambatan Kedua Sdn Bhd
240. Tn. Hj. Mohd Radzi Hussein
218. Dato’ Sri Azemi Bin Kasim Pengurusan Aset Air Berhad 263. Tan Sri Dr. Zulkefli Bin A. Hassan
Technology Park Malaysia 241. Tan Sri Dato' Mohd Sheriff Mohd Percetakan Nasional Malaysia Berhad
Kassim
219. Encik Hazrul Anuar Bin Abdull Hamid Plus Malaysia Berhad
UiTM Hospitality Management Services 242. Ms. Nguyen My Lan
Sdn Bhd GE in Vietnam & Cambodia
243. Mr. Philip Tan Puay Koon
DF 6/2014 MIDF Amanah Investment Bank
220. Prof Datuk Dr. Abdul Rahman Idris 244. Datin Sofiah Mohd Salim
JBB Consultant Sdn Bhd
Institut Terjemahan Buku Malaysia DF 7/2014
(ITBM) 245. Prof Datuk Dr. Abdul Rahman Idris
221. Mr. Ashvin Valiram Institut Terjemahan Buku Malaysia
1Malaysia Development Berhad (ITBM)
222. Dato' Sri Haji Azemi Bin Kasim 246. Tuan Haji Abdul Wahab Abu Bakar
Pembinaan BLT Sdn Bhd (PBLT) Pembangunan Sumber Manusia Bhd
223. Encik Ghazali Haji Darman 247. Dato’ Agil Natt
Bursa Malaysia Berhad Exim Bank
224. Dato' Gumuri Bin Hussain 248. Datuk Idris Bin Hashim
KUB Agro Holdings Sdn Bhd Perbadanan Nasional Berhad
225. Dato' Ikmal Hijaz Hashim 249. Dato’ Ismail Bin Md Salleh
Faber Group Berhad Jambatan Kedua Sdn Bhd
226. Encik Ismail Bin Mahbob 250. Mr. Jeremy Bin Nasrulhaq
Export-Import Bank of Malaysia Bhd Malaysia Airports Holdings Berhad
(Exim Bank) 251. Mr. John Chacko
227. Dr. Khalid Abdul Hamid Leaped Services Sdn Bhd
Jambatan Kedua Sdn Bhd 252. Encik Mohamad Azmi Bin Ali
228. Datuk Dr. Marzuki Mohamad Jambatan Kedua Sdn Bhd
Institut Terjemahan Buku Malaysia 253. Major (R ) Ir. Mohd Ashari Alias
(ITBM) Jambatan Kedua Sdn Bhd
229. Dato' Mazri Muhammad 254. Encik Mohd Jafar B. Abd Majid
Institut Terjemahan Buku Malaysia Pembangunan Sumber Manusia Bhd
(ITBM) 255. Encik Mohd Zahrain Bin Mohd Nor
230. Encik Nik Mohd Nasir Nik Cyberview Sdn Bhd
Rithauddeen 256. Dato’ Haji Romli B. Hassan
Bank Rakyat Pembangunan Sumber Manusia Bhd
231. Encik Nik Najib Bin Husain
Export-Import Bank of Malaysia Bhd
(Exim Bank)
232. Dato' Rosli Bin Mohamed Nor
Export-Import Bank of Malaysia Bhd
(Exim Bank)
233. Tan Sri Dato' Sri Sabbaruddin Chik
Bank Rakyat

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1Malaysia Development Berhad IWK Konsortium Sdn Bhd Petronas
Agrobank Jambatan Kedua Sdn Bhd Pharmaniaga Berhad
Ahmad Zaki Resources Berhad JBB Consultant Sdn Bhd PLUS Expressways Berhad
Allianz Malaysia Berhad JKP Sdn Bhd Primanora Medical Centre
Alpha Catalyst Consulting K & N Kenanga Holdings Berhad Prokhas Sdn Bhd
Amanah Raya Berhad Khazanah Nasional Berhad Proton Holdings Berhad
Amanahraya Investment Management Sdn Bhd KKIP Sdn Bhd PT Bank Lipro Tbk
AmcorpGroup Berhad Kolej Yayasan Sabah Rangkaian Hotel Seri Malaysia Sdn Bhd
Amir Kahar Holdings KPJ Healthcare Berhad RHB Bank Berhad
AptivaAsia Sdn Bhd KPJ Seremban Specialist Hospital Romstar Sdn Bhd
Bank Rakyat KTM Berhad S.S Excel Communication Consulting Sdn Bhd
BHIC Aero Services Sdn Bhd KUB Agro Holdings Sdn Bhd Sabah Electricity Sdn Bhd
BIB Insurance Brokers Sdn Bhd Kumpulan FIMA Berhad Sapura Industrial Berhad
BIMB Holdings Berhad Kumpulan Modal Perdana Sdn Bhd Sapura Resources Berhad
Boustead Holdings Berhad Leaped Services Sdn Bhd Sapurakencana Petroleum Berhad
Boustead Penang Shipyard Sdn Bhd Lembaga Tabung Angkatan Tentera Sarawak Hidro Sdn Bhd
Bursa Malaysia Berhad Lembaga Tabung Haji Securities Commision Malaysia
Business and Management International College Linshanhao Plywood (Sarawak) Sdn Bhd Sepang International Circuit
(BMIC) Malakoff Corporation Berhad Shin Yang Shipyard Sdn Bhd
CapitaMalls Malaysia REIT Management Sdn Malaysia Airlines Silterra Malaysia Sdn Bhd
Bhd Malaysia Airports Holdings Berhad Sime Darby Berhad
Cement Industry Malaysia Berhad Malaysia Building Society Berhad SIRIM Berhad
Chemical Company of Malaysia Berhad Malaysia Debt Ventures Berhad SME Bank
CIMB Bank Berhad Malaysia Venture Capital Management Berhad State Trading Organization PLC
CIMB Holdings Berhad Malaysian Mosaics Berhad Syarikat Perumahan Negara Berhad
CIMB Islamic Berhad Malaysian Resources Corporation Berhad Syarikat Prasarana Negara Berhad
Cliq Energy Berhad Malaysia-Thailand Joint Authority Syarikat Takaful Malaysia Berhad
Composite Technology Resources Malaysia Sdn Maybank Asset Management Sdn Bhd Tan Chong Motors Sdn Bhd
Bhd Maybank Group Berhad Taylor's University Sdn Bhd
Continental Tyre PJ Malaysia Sdn Bhd Mazmi Associates Sdn Bhd Technology Park Malaysia Corporation Sdn Bhd
Credience Malaysia Sdn Bhd MIDF Amanah Investment Bank Telekom Malaysia Berhad
Destination Resorts & Hotels Sdn Bhd Ministry of Finance Tenaga Nasional Berhad
Dijaya Corporation Berhad Ministry of Transport TH Plantations Berhad
Employees Provident Fund Ministry of Women, Family and Community TH Properties Sdn Bhd
EMRAIL Sdn Bhd Development TH Technologies Sdn Bhd
Encorp Berhad MNRB Holdings Berhad Theta Edge Berhad
EP Manufacturing Bhd Multimedia Development Corporation Sdn Bhd TPM College Sdn Bhd
Etiqa Takaful Berhad NCB Holdings Bhd UDA Holdings Berhad
EXIM Bank Opus Group Berhad UEM Builders Berhad
Faber Group Berhad Pakatan Reka Arkitek Sdn Bhd UEM Group Berhad
GE in Vietnam&Cambodia Pejabat Menteri Besar Johor UEM Sunrise Berhad
Genting Plantations Berhad Pejabat Timbalan Setiausaha Kerajaan Negeri UiTM Hospitality Management Services Sdn
Global Facilities Management Sdn Bhd Sabah Bhd
Halal Industry Development Corporation Pembinaan BLT Sdn Bhd (PBLT) Unit Perancang Ekonomi Negeri Johor
IJN Holdings Sdn Bhd Penang Port Sdn Bhd Valuecap Sdn Bhd
Inno Bio Ventures Sdn. Bhd. Pengurusan Aset Air Berhad WZR Property Sdn Bhd
Institut Terjemahan Buku Malaysia (ITBM) Perak Corporation Berhad Yayasan Raja Muda Selangor
Iskandar Investment Berhad Perbadanan Hal Ehwal Bekas Angkatan Tentera Yayasan Sabah Group
Iskandar Malaysia Studios Sdn Bhd Perbadanan Kemajuan Negeri Selangor (PKNS)
Iskandar Regional Development Authority Perbadanan Nasional Berhad (PNS)
(IRDA) Permodalan Nasional Berhad
Iskandar Waterfront Development Petra Jaya Properties Sdn Bhd
Island & Peninsular Berhad