Boardview w w w. m i n d a . c o m . m y
Enhancing Board Ef fectiveness
Issue No.17 July - September 2016
KDN No: PP16092/12/2013(033154)
BEVERLY BEHAN
WHAT WILL DISTINGUISH
THE GREAT BOARDS
OF TOMORROW
FEATURE
Why the Issue of
Culture Matters
in Boardrooms
Integrating
Cultures After
a Merger
CONTENTS
Issue no.17 July - September 2016
Boardview w w w. m i n d a . c o m . m y
Enhancing Board Ef fectiveness
Issue No.17 July - September 2016
KDN No: PP16092/12/2013(033154)
BEVERLY BEHAN
WHAT WILL DISTINGUISH
THE GREAT BOARDS
OF TOMORROW
FEATURE
Why the Issue of
Culture Matters
in Boardrooms
Integrating
Cultures After
a Merger
COVER STORY EDITORIAL TEAM
04 What Will Distinguish the Editor In Chief
Dato’ Richard Azlan Abas
Great Boards of Tomorrow?
-Beverly Behan Content Management
Mazni Ahmad Norilah
FEATURES Premkumar
Diana Seow
09 Why the Issue of Culture Simren Kaur
Shahida Zeri
Matters in Boardrooms
Communications and Marketing
12 Integrating Cultures After Diana Seow
Simren Kaur
a Merger Shahida Zeri
17 5 Year Outlook REGULARS BOARDVIEW is a complimentary
20 5 Huge Mistakes Startups quarterly publication by MINDA.
24 Book Review The views of and opinions
Make When Choosing Board 28 Programme Highlights expressed in this publication do
Members not necessarily reflect those of
MINDA, its management or its
25 Companies Act 2016: 35 MINDA Public editorial staff. All information is
correct at time of print.
New Playbook for Directors Programme Calendar 2017
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36 Across the Board downloaded from
www.minda.com.my
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3
From the CEO's Desk
Dato’ Richard Azlan Abas DISTINGUISHING THE GREAT
Chief Executive Officer BOARDS OF TOMORROW
“Great leaders have two days in mind:
Today and Tomorrow” - Jason Young,
Sunday Magazine
Superior boards are no longer content with traditional governance. They look to
become more strategically aligned in helping to achieve their companies’ goals.
Board members are shifting their attention away from statutory and regulatory
compliance.
In this issue, we spoke to our cover personality, Beverly Behan on “What Will
Distinguish the Great Boards of Tomorrow?” An expert in Board Effective
Assessment and our long-time lead faculty, Behan shared her insights on board
succession planning, board composition and evaluations to upkeep the effectiveness
of a board.
Some important points that Behan brings up and MINDA echoes are the
importance of having a diverse and right board composition, with the need to have
at least two or three directors who understand the industry or sector the company
is in, as the quality of their questions and insights will always be valuable.
She has worked with more than 130 boards of directors over the past 18 years in
countries like the United States of America and Canada. Her latest book “Great
Companies Deserve Great Boards: A CEO’s Guide to the Boardroom” (Palgrave
Macmillan, 2011) was named Governance Book of the Year by Directors & Boards
magazine in 2012.
"Why the Issue of Culture Matters in Boardrooms and Companies Act: New
Playbook for Directors" is another interesting read in this issue. Written by our
faculty members, Nik Mohd Hasyudeen Yusoff and Norhisham Abd Bahrin,
the article encompasses dynamics and changes in boardroom that should be
anticipated by top management.
Across the globe, this issue also features "5-Year Outlook: Nearly 20% of Directors
Poised for Board Exit" a benchmark report from EY. Using current director ages
and tenures across the Fortune 100 and the S&P 1500, the report identifies the
portion of directors approaching retirement, based on average retirement-age
policies and tenures — and finds opportunity for boards to focus on strategic
director succession planning now. More details at page 17.
Last but not least, my sincerest gratitude to all our contributors. To our Academy
Alumni and Professional Members, please keep the feedback coming by writing to us at
[email protected]
Please enjoy the rest of the Boardview.
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WHAT WILL DISTINGUISH
THE GREAT BOARDS OF
TOMORROW?
-BEVERLY BEHAN-
By Boardview Editorial Team
Beverly Behan has worked with more than 130 boards of directors
over the past 18 years in countries like the United States of America
and Canada. Her latest book “Great Companies Deserve Great
Boards: A CEO’s Guide to the Boardroom” (Palgrave Macmillan,
2011) was named Governance Book of the Year by Directors &
Boards magazine in 2012. Behan has been quoted by The Wall
Street Journal, Fortune, CBS, The Globe and Mail, The Times of
London, Fast Company and many other publications as an expert in
corporate governance and she also served as a regular columnist for
Bloomberg BusinessWeek.com (“The Boardroom”) from 2007-2011.
In this issue of Boardview, Behan shares some insights on
what will distinguish the great boards of tomorrow.
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SUCCESSION PLANNING DIVERSITY
The Malaysian Code on Corporate Governance 2012 The Code on Corporate Governance 2012 comments
states that succession planning is a responsibility of boards that the board should establish a policy formalizing its
of directors in discharging its fiduciary and leadership approach to boardroom diversity. The Code talks about
functions. This is an area where Malaysian corporations diversity in general such as ethnic, geographic and age
can generally do better as not enough emphasis is placed diversity. However there is emphasis on gender diversity.
on succession planning. Hence, gender diversity should be a particular
consideration. The board should explicitly disclose in the
Behan highlights that there are three useful toolkits for annual report its gender diversity policies and targets and
Board Succession Planning. the measures taken to meet those targets. The Code goes
on to say that the Nominating Committee should take
Toolkit #1: Toolkit #2: steps to ensure that women candidates are consciously
Board Skills Board Composition sought after as part of the recruitment exercise.
The Listing Requirements necessitate the listed issuer
Portfolio Benchmarking to provide, in its annual report, the policy on board
Exercise composition with regard to the mix of skills, independence
and diversity (including gender diversity) required to meet
Toolkit# 3: Asking Key the needs of the listed issuer.
Questions to Board Behan cautions that rather than merely allocating a “seat”
for a “diversity candidate”, one should adopt a two-step
Members, CEO and Senior approach:
Management • First, determine the skills/expertise that you want at
Three Toolkits for the board.
Board Succession • Second, consider which diverse candidates would
TOOLKIT #1: most likely meet the skills/expertise of the particular
BOARD SKILLS PORTFOLIO EXERCISE “seats”. For example, female CEOs may be difficult to
find compared to female CFOs, lawyers and auditors.
Nominating Committees are often charged with the task One can then “allocate” the seats and appoint
of evaluating if there are sufficient board skills at the accordingly.
board level.
Behan suggests that one should start with a blank piece CAPABILITIES/CHARACTERISTICS
of paper and ask the question, “If there were x seats at
our board table and a different skill set/ background/ Boards often look for directors who have general
profile will fill each seat, what would be the optimal capabilities/characteristics such as unquestionable
board portfolio look like for our company, in view of integrity, sound judgment and independent thinking.
our business model, ownership structure and long-term Behan suggests that a general criteria should be used to
strategic direction?”. vet and “screen out” board candidates who have the skills
In answering the above question, it would be useful and/diversity that you want but lack these capabilities/
to consider two aspects: diversity and capabilities/ characteristics. This would be more effective than
characteristics. “screening in” candidates.
Diversity Capabilities/
Characteristics
Board Skills
Portfolio Exercise
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BOARD COMPOSITION (From left) Dato’ Abdul Aziz, Dato' Ahmad Pardas and Beverly Behan
Behan states that there is no such thing as the “perfect” mono-line may not be as capable in a diversified multi-
board composition. She however emphasizes the need to national.
have at least two or three directors who understand the Behan feels that managing director turnover with
industry or sector the company is in as the quality of their retirement ages or time limits has a downside. It can “cut
questions and insights will always be valuable. both ways”. There can be value in continuity. However,
there can also be value in fresh perspectives and changing
TOOLKIT #2: composition to reflect changes in the company and its
BOARD COMPOSITION BENCHMARKING strategic direction.
The Code on Corporate Governance 2012 has taken into
This should be done on a two-step basis: consideration the challenges in managing independent
1. Consider companies in the same industry or director turnover, especially in the sense of it “cutting
both ways”.
companies which are similar to yours. These are The Code recommends that the tenure of an independent
companies that you want to emulate or even surpass. director should not exceed a cumulative term of nine
2. Access their websites and annual reports and look into years. Upon completion of the nine years, an independent
the background of the directors of these companies. director may continue to serve on the board subject to the
The Nominating Committee can then compile this director’s re-designation as a non-independent director.
information and determine what skills/backgrounds The Code, however, provides an exception to the above
the directors of these companies have. This will narrow recommendation. In the event a board wishes to retain
their search and facilitate vetting and decision-making a person who has served as an independent director for
when appointing directors to their own boards. more than nine years in the same capacity, it can do so by
justifying the decision and seeking shareholders’ approval.
TOOLKIT# 3:
ASKING KEY QUESTIONS TO BOARD MEMBERS, BOARD EVALUATIONS
CEO AND SENIOR MANAGEMENT The Listing Requirements require the listed issuer to
provide in its annual report, the Nominating Committee’s
Behan says that it is futile to ask the question, “Do we assessment of its board, committees and individual
have the right board composition?” because the answer directors together with the criteria used for the assessment.
will normally be, “Oh yes!”, “Absolutely!” This response
is to be expected because the directors answering the
question are inherently conflicted. They do not want to
raise questions about themselves or anyone else not being
re-nominated.
Instead the key question that should be asked of every
board member individually is, “If we were to add just
one new director to the board, what skills/ experience/
background would you find most helpful/ desirable in the
new board member?”
That same question should also be posed to the CEO and
management team that regularly works with the board.
Beverly assures that the answers are always illuminating.
ACTIVELY MANAGING BOARD COMPOSITION
Many directors serve for prolonged periods on the board.
Also, companies can undergo significant changes over
time, morphing from a regional mono-line to a multi-
national with multiple lines of business. Consequently,
someone who may be a fantastic director of a regional
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Impactful "Good to Great Keep Great THERE CAN BE VALUE IN CONTINUITY.
Board Boards" Boards Vibrant HOWEVER, THERE CAN ALSO BE VALUE
IN FRESH PERSPECTIVES AND CHANGING
Evaluations Through COMPOSITION TO REFLECT CHANGES IN THE
Continuous COMPANY AND ITS STRATEGIC DIRECTION.
Improvement
Behan believes that impactful board evaluations are the • Deal with these meetings like useful two-way
best tools available to take a board “from good to great” conversations. The purpose of the board is not to
and to keep a great board vibrant through continuous find fault but to evaluate, suggest alternatives or
improvement. Dramatic changes in how a board functions improvements and/or fine-tune proposals. Even if
can be achieved with impactful evaluations. These changes the team has to go back to the drawing board, it is
are evident in approximately two years, and if done right, done with a positive attitude because the tone of the
can even be sustained for five years or more. This would meetings is constructive.
result in boards which are viewed as more rewarding to
work with by CEOs and management teams, boards This is one reason to factor management input into board
which are more rewarding for directors to serve on and evaluations.
boards which are more rewarding for shareholders’ by A meaningful board and director evaluation process also
virtue of adding value. underscores to management the board’s commitment to
Behan adds that the impact of getting the input of accountability and performance – and this definitely is a
top management (those who regularly interface with tone that most companies want to set at the top.
the board) in board evaluations is tremendous. Top After all, the real “tone at the top” is set at the boardroom.
management input is very valuable. It provides a different
perspective than that of board members especially in BV
surfacing good ideas on:
• Where the board is adding value for management in ABOUT BEVERLY BEHAN
terms of their insights, questions, etc. Beverly Behan, the founder of Board Advisor consults with Boards
• What changes could be made that might make the of Directors in the United States, Canada and internationally over
the past decade. She was recently named to the Directorship 100
board even more effective than it is today. – Directorshipmagazine’s list of the 100 most influential people in
governance and the boardroom.
TONE AT THE TOP Behan is a regular columnist for BusinessWeek.com’s The
Boardroomand co-author of "Building Better Boards: A Blueprint
Behan adds that boards are evaluated at every meeting for Effective Governance" (Jossey-Bass, 2005), and "Jumping Ship:
by the management who interfaces with the board and How to Navigate Your Way to a More Satisfying Job or Career". Her
presents to the board. latest book is "Great Companies Deserve Great Boards".
Management team members who attend these meetings Behan holds both LL.B. and M.B.A. degrees. She is a consultant with
are often impressed by boards which: Mercer Delta’s New York office specialis ing in corporate governance
• Discuss issues and offer new perspectives that they and executive compensation.
Behan is a frequent speaker and writer on corporate governance and
may find incredibly valuable executive compensation topics. In addition to five years’ experience
• Challenge them and stretch their thinking. This in corporate management, Behan practiced law for more than five
years with two major Canadian firms and serves as a member of the
would reassure management that they were on the Policy Committee of the Board of the Royal Ontario Museum. Behan
right track with their proposals and make them feel is a faculty member of Malaysian Directors Academy (MINDA).
more confident in their decisions.
• Do not create the apprehension that it is out to derail
management’s proposals.
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Feature
WHY THE ISSUE OF
CULTURE MATTERS IN
BOARDROOMS
By Nik Hasyudeen
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Those who had lived long enough would have observed crises come and go,
including those in the financial markets. When the global financial crisis
triggered by the sub-prime loans in 2008 hit Wall Street, the “main street”
was affected as well, requiring public money to be pumped into private
companies to save the financial systems. The side effects from that crisis are
still unfolding and some of the mysteries are still being kept secret.
As a follow-up in understanding what went wrong, the WHAT IS INTERESTING IT THAT
Bank of England released the Fair and Effective Market THE MGCG 2016 IS ADOPTING
Review Report which covers wholesale fixed income, AN “APPLY OR EXPLAIN AN
currency and commodity markets where their value and ALTERNATIVE” BY EMPHASISING
scale affect many people globally through their influence ON THE INTENDED OUTCOMES
over borrowing costs, currency exchanges and commodity OF THE RESPECTIVE PRINCIPLES
prices, yet these markets remain a mysteries to most OF CORPORATE GOVERNANCE
people on the streets. It recommends, amongst others, PRACTICES INSTEAD OF JUST
that the standards, professionalism and accountability of THE RECOMMENDED PROCESSES.
individuals involved in those industries need to be raised.
Obviously, such recommendations are aimed at ensuring considered an important component of governance as
conduct and behaviour are consistent with the long-term culture is simply defined as “how things are done here”.
interests of the institutions they serve. This does not suggest that culture was not important
Last April, the Securities Commission issued the draft before. Culture could also work in the negative ways
Malaysian Code on Corporate Governance 2016 as well. Principles and protocols established in many
(MCCG 2016) for public feedback. What is interesting it organisations could have been overridden by the “accepted
that the MGCG 2016 is adopting an “apply or explain an day-to-day practices” resulting in collective behaviours
alternative” by emphasising on the intended outcomes of which resulted in undisciplined risk-taking as what
the respective principles of corporate governance practices happened during the global financial crisis.
instead of just the recommended processes. Why should the board of organisations, for profits
In August, Bank Negara Malaysia issued a policy document or otherwise, be interested about the culture in the
on corporate corporate governance principles and practices organisations which they lead?
which it expects to be applied by financial institutions in In the words of the South African governance icon,
Malaysia. Apart from specific recommendations such as Mervyn King, “You all have heard of the tone at the top.
I talk about the tone at the top, the tune in the middle,
the chairman must be independent and majority of and the beat of the feet at the bottom". The board and top
directors on the board must also be independent, management have to make sure that the whole company
financial institutions are also expected to discharge has bought into the strategy and is facing in the same
their legal and governance responsibilities as direction.
a separate entity, even if it belongs to a larger
group. The document also touches on
culture and remuneration, the elements
which drive conduct and behaviour in
organisations.
These three documents when put
together would provide us with the
idea of how regulators are focusing
on conduct and behaviour of
institutions which they regulate.
Without doubt, culture is now
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I know from my executive days that WHILE RULES AND REGULATIONS
i f you get your strategy right and you COULD PROVIDE DETERRENCE FOR
get buy‐in, you get ordinary people to MISCONDUCT, CULTURE COULD BE
achieve the most extraordinary things! But if MORE EFFECTIVE AND COST EFFICIENT
you don’t get it right and it doesn’t fit in with the IN ENSURING VALUE ARE CREATED
milieu of the day, you can have the most extraordinary IN THE MOST BENEFICIARY WAYS
people, but you won’t even achieve ordinary things.” FOR THE CORPORATIONS AND THEIR
Perhaps we could have overlooked the fact that conduct STAKEHOLDERS.
of organisations are the results of the collective behaviour
of the people who work for them, right from those in management that the ways strategies are operationalised
the boardrooms, the C-suites to those running the also matter, not just the profits which they generate.
factory floors and selling things to customers. As most This strong stand from the board about getting the right
organisations are recognised as separate legal entities by results using right ways will certainly influence the “tune
law, our minds could had been deceived by the legal in the middle” which in turns would determine the “beats
structures and kept on perfecting rules and regulations at the bottom”. This should also be applied other areas
on the conduct and behaviour of these structures but less such as anti-corruption and gender equality. In some
on the essence, the hearts and minds of the people who cases, boards have to stay firm on what they think is
operate these structures. right, even against the displeasure of their shareholders
If culture is critical to ensure people in organisations who may not be bothered about what is right or wrong!
behave in ways which benefit their stakeholders, how Yes, shareholders could also influence the culture of risk
would the board ensures the cultures in their organisations taking if the board simply concedes without defending
are the right ones? Has culture appeared as an agenda in their judgments and values.
board meetings before? If not, perhaps incorporating such While rules and regulations could provide deterrence for
discussions in the next board meeting would be a great misconducts, culture could be more effective and cost
start. efficient in ensuring value are created in the most beneficiary
While management is responsible to ensure the objectives ways for the corporations and their stakeholders. The
set are met, the kind of questions asked on the ways such board certainly have their hands on the levers of culture
objectives are achieved during board meetings could and should not abdicate this responsibility in lieu of short
also set the tone for the right culture. If management term gains and immediate bottom lines results. BV
is challenged on the effects of their operations on
environment and people living within their operational ABOUT THE AUTHOR
areas, such interests from the board would remind
Nik Hasyudeen is the founder of Inovastra Capital
PERHAPS WE COULD HAVE OVERLOOKED and was the former Executive Chairman of the Audit
THE FACT THAT CONDUCT OF Oversight Board, Securities Commission Malaysia.
He is a faculty member of Malaysian Directors
ORGANISATIONS ARE THE RESULTS OF Academy (MINDA).
THE COLLECTIVE BEHAVIOURS OF THE
PEOPLE WHO WORK FOR THEM, RIGHT RELEVANT MINDA PROGRAMMES
FROM THOSE IN THE BOARDROOMS,
THE C-SUITES TO THOSE RUNNING THE • CDAP: Innovation @ 7 & 8 Nov 2017, KL
FACTORY FLOORS AND SELLING THINGS
TO CUSTOMERS.
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INTEGRATING CULTURES
AFTER A MERGER
By Dale Stafford and Laura Miles
When a merger or acquisition unexpectedly heads south, the costs are
painfully clear. Morale drops. Synergies fail to materialise. Key people —
those you planned to keep — start heading for the exits. But what’s really
going on? Why is the system suddenly failing?
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Alikely cause of the trouble is culture clash. In a Bain Here’s what’s involved.
survey of executives who have managed through
mergers, that was the number one reason for a deal’s FIRST, SET THE CULTURAL INTEGRATION AGENDA
failure to achieve the promised value. In a culture clash, the
companies’ fundamental ways of working are so different A company’s culture is all the shared values, beliefs and
and so easily misinterpreted that people feel frustrated behaviours that determine how people do things in an
and anxious, leading to demoralisation and defections. organisation. Three key elements in combination define
Productivity flags, and no one seems to know how to fix it. the culture:
Acquirers have well-developed toolkits for managing 1. The behavioral norms exhibited by everyone from
e-financial and operational aspects of a deal; they track
results closely and they hold executives accountable for senior leaders to frontline employees
hitting their targets on schedule. Integrating two disparate 2. The critical capabilities and decisions about where
cultures, by contrast, typically seems “soft”— both
difficult to measure and almost impossible to manage and how to compete, as defined by the company’s
directly. As a result, few organisations apply the same strategy
rigor to managing and steering cultural integration that 3. The operating model of the company — the structure,
they apply to a conventional, hard-dollar synergy. No one accountabilities, governance mechanisms and ways of
is on point; no one is accountable. Senior leaders can find working that make up the blueprint for how work
themselves in the uncomfortable position of watching the gets done
problem unfold without knowing what to do about it. To integrate two cultures, savvy acquirers first define the
The most experienced acquirers, however, have developed cultural objective in broad terms. This is invariably a job
a set of practical, effective tools for facilitating cultural for the chief executive — and the CEO has to be willing
integration. It’s much like what CRM tools did to to sustain his or her commitment until the objective is
sales and marketing over the last two decades. As realised. Integrating cultures is like a US$200 million
recently as the 1990s, creating leads and turning them synergy opportunity: It merits and requires involvement
into sales was regarded as alchemy — an abstract art at the top.
that was unpredictable and difficult to manage. Then Setting the cultural agenda necessarily involves hard
companies learned to use CRM tools to apply rigorous choices. What is the culture you want to see emerge from
data collection and KPIs to sales, and to close the loop the combination of the two organisations? An acquirer
between antecedents, behaviours and business results. The can assimilate the acquired company, or it can create a
new cultural integration tools offer companies the same blend of cultures. In some cases it can even use the merger
opportunity to close the loop on merging two cultures. to import the acquiree’s culture into its own organisation.
Using these tools, leaders can manage and measure the Your focus and your objectives naturally depend on where
difficult task of persuading people to adapt their beliefs the deal’s greatest value lies. If cross-selling product lines is
and behaviours, thereby increasing both control over a key to the merger’s success, for example, integrating the
outcomes and the probability that the deals will show salesforce culture will be essential.
positive returns.
NEXT, DIAGNOSE THE DIFFERENCES
IN A CULTURE CLASH, THE THAT MATTER
COMPANIES’ FUNDAMENTAL WAYS
In many cases, there are significant differences between
OF WORKING ARE SO DIFFERENT the acquirer’s culture and that of the acquiree. But it can
AND SO EASILY MISINTERPRETED be difficult to pinpoint where, and how substantial, the
THAT PEOPLE FEEL FRUSTRATED differences are. Diagnostics can identify and measure the
differences among people, units, geographical regions and
AND ANXIOUS, LEADING TO functions. They can also help you determine which gaps
DEMORALISATION AND DEFECTIONS. need to be closed. A company can use a range of tools,
including the following:
• Management interviews aimed at revealing managerial
styles and priorities
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• Video and audio recordings of people in their jobs, Figure 1: Each company brings different strengths to
allowing side-by-side comparisons of different ways bear. One is on innovation and passion
of working
Q. Use three adjectives to describe your company
• Decision X-rays and accountability mapping showing
who is responsible for each facet of key decisions Company A's view of itself
• Process flow maps indicating how the work is done — When the consumer-products company mentioned
often quite different from one organisation to another earlier acquired its biggest competitor, the deal created
an enterprise that could sell each other’s products. But
• Customer interviews designed to identify disparate the two company’s sales cultures were quite different. The
customer perceptions of each organisation acquiree’s reps interacted extensively with the distributors
they dealt with, helping those distributors understand
• Heat maps showing which groups are most important customer profiles, inventory levels and even their basic
in realising the acquisition’s value and where the financials. The acquirer’s reps had a wholly different style:
biggest cultural gaps exist They had a product line that was highly sought after, and
so had a more transactional relationship with distributors.
• Employee surveys asking about accepted behaviours, The newly merged company had to ensure that sales reps
attitudes and priorities adopted behaviours appropriate to the products they were
selling, and to create reward systems that encouraged
These tools often lead to fruitful discussions. One useful those behaviours.
output of employee surveys, for instance, is a “word Then comes the difficult work of co-creating the new
cloud.” You simply ask people to choose three adjectives culture. The most powerful tool for this job is intent
to describe both their own company and the other one — workshops. People in the organisation get together to
a powerful, low-effort way to begin the diagnostic process build a vision of how they will behave collectively and
and to build sponsorship around a broader culture effort. what they will achieve. For example, imagine the task of
The results, assembled by word cloud software, often integrating two disparate sales organisations. During the
reveal significant differences and provide a basis for open diagnostic phase, the new head of sales for the combined
dialogue. Look at figures 1 and 2, for example. These company and the regional managers participated in ride-
two companies — both leaders in a consumer-products alongs with sales reps from both organisations. They
industry — have very different self-images and thus watched how the salespeople interacted and how they
encourage very different kinds of behaviour. When one made real-time decisions in the field, and they gathered
acquired the other, it was essential not only to identify data about the results. In intent workshops, they then
those differences but to help people throughout the help sales managers name the specific sets of behaviours
organisation understand them. they want to see in the future, along with the processes
and incentives that will encourage these behaviours. They
NOW, DEFINE THE CULTURE YOU’RE discuss how those behaviours will generate value.
TRYING TO BUILD
Setting the agenda and diagnosing the gaps create the
context for action. The senior team then has two jobs.
One is to determine the critical gaps to close. The second
is to create a detailed picture of the future culture — a
picture that moves beyond vision and values statements,
and that is concrete enough to be executed by managers.
This is the point where “culture” must be defined not just
with themes or adjectives but with specific behaviours,
and with the measures and incentives that will be used
to encourage those behaviours. Perhaps the acquired
company’s managers typically made critical decisions
through consensus, and must now adopt a different
decision style. Perhaps unit heads were in the habit of
squirreling away their top talent, and must now learn to
work within an enterprise-wide talent bank. The need to
define behaviours extends throughout the organisation.
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ONE USEFUL OUTPUT OF EMPLOYEE The company then defines the antecedents and
SURVEYS, FOR INSTANCE, IS A “WORD consequences that will foster such behaviours. These
might include a robust training programme that
CLOUD.” YOU SIMPLY ASK PEOPLE identifies, describes and trains for these 30 behaviours; a
TO CHOOSE THREE ADJECTIVES TO zero-tolerance policy for treating customers poorly; and a
DESCRIBE BOTH THEIR OWN COMPANY promotion and compensation regime that highlights the
successes and increases the pay of people who exhibit the
AND THE OTHER ONE. new behaviours. To assess the behaviours, the company
might create a programme allowing customers to give
FINALLY, DEVELOP A CULTURE-CHANGE PLAN — feedback on specific employees (meanwhile ensuring that
THEN SUSTAIN AND MEASURE PROGRESS employees’ name badges are both large and obvious so
that customers will actually know the names). And it can
Let’s imagine that two hotel chains merge. One has a make evaluation of front desk employees a significant part
reputation for stellar customer service; the other has of the overall evaluation process for managers.
come to be known for indifference. The newly merged
hotel company obviously doesn’t want to blend these CONCLUSION
cultures, even if that were possible. Rather, it wants to
create a culture throughout the company that fosters Cultural integration isn’t something that can wait until
great customer service. a deal is done. Sophisticated acquirers take stock of
The plan to develop that culture needs to focus on key possible cultural clashes as part of their due diligence well
groups of employees, such as front desk staff. Beginning in advance of a merger or acquisition, and they prioritise
with a diagnosis of differences, the company can then those cultural issues that might put synergy values at
define the specific behaviours it wants to see. For example, risk. The right tools make this process both feasible and
the hotel might decide that, as part of a customer-centric effective. Tools, of course, can’t substitute for leadership.
culture, it wants its employees to address customers Employees always watch for signals from the top of the
in suites by name and to personally thank elite-status organisation, because they know that their own managers
members of the company’s loyalty programme. These will be guided by those signals. But if the signs are positive
might be just two of 30 or so critical behaviours that — if the senior team seems truly committed to building
make up the new customer-centric approach. a culture that excites employees about the future — then
the new tools of cultural integration will help pave the
Figure 2: The other is on customers, and shows a way to deal success. BV
strong sense of tradition
ABOUT THE AUTHORS
Dale Stafford is a partner in Bain & Comapny's
Washington, D.C. office. He is the leader of Bain's
Americas Mergers & Acquisitions practice and a senior
partner in the firm's Healthcare practice.
Q. Use three adjectives to describe your company Laura Miles is a partner and director in Bain &
Company's Atlanta office. She leads Bain's Global
Company B's view of itself Mergers & Acquisitions and Corporate Finance
practices, which include corporate diligence and merger
integration.
This article originally appeared in Bain & Company on December
11, 2013 and is still applicable in today's business.
RELEVANT MINDA PROGRAMMES
• CDAP: Mergers & Acquisitions @ 5 & 6 Sept 2017, KL
• CDAP: Sustainability
BOARDVIEW
Board Effectiveness
Assessment (BEA)
Assessment gives the boards an opportunity to identify and remove
obstacles to better performance and to highlight best practices. MINDA
is committed to be the Centre of Excellence for directors and boards.
Our unique methodology for BEA goes beyond compliance issues to
examine board effectiveness across a broad range of measures to
ensure boards get the optimum value from it.
MINDA BEA Methodology
BUSINESS CENTRIC OPEN & ENGAGE NEUTRAL COMPARE SUSTAIN
• Assessment takes • One-on-one • Conducted by • Use past experiences • Special Board
into account current structured and experienced to provide analysis, Working session
business situation confidential 3rd party insights and with action plan
and future strategic interviews facilitators that recommendations
direction are completely • Feedback session
• 100% participation objective • Benchmarked with individual
• SWOT analysis against International director with
• Incorporate key • Ability to give best practices action plan
management views constructive
(BEA) inputs
Have one today to give meaningful insights on the board and engage
the board of directors to work towards an aligned goals and strategy.
For more information, call +60 3 2780 5031 or email [email protected].
17
Feature
NEARLY 20% OF DIRECTORS POISED FOR BOARD EXIT
By EY Board Matters Quarterly
Investors’ increasing focus on board composition includes attention to
whether boards are continuing to refresh and recruit new directors in
line with the company’s changing strategic goals and risk profile. But the
challenges of effective board succession planning can go beyond finding new
directors whose skill sets, diversity, character and availability match the
board’s needs. They may also include asking long-standing directors to leave
the board when appropriate, while protecting directors’ collegiality and relationships.
Based on what the EY Center for Board Matters is policies can help depersonalise the process of asking
hearing from investors and directors, optimal practices directors to leave the board. This report looks at board
for aiding board renewal include robust performance retirement and tenure policies across companies in the
evaluations (including following through on key Fortune 100. Using current director ages and tenures
takeaways), assessments that map director qualifications across the Fortune 100 and the S&P 1500, it also
against a board skills matrix, and creating a board culture identifies the portion of directors approaching retirement,
where directors do not expect to serve until retirement. based on average retirement-age policies and tenures, and
Director retirement and tenure policies are also among finds opportunity for boards to focus on strategic director
the tools available to boards to ease transitions. Such succession planning now.
BOARDVIEW
18
Feature
AMONG THE FORTUNE 100 COMPANIES WITH RETIREMENT-AGE POLICIES,19% OF
DIRECTORSHIPS ARE HELD BY INDIVIDUALS WITHIN FIVE YEARS OF REACHING THE BOARD’S
DESIGNATED RETIREMENT AGE.
FORTUNE 100 BOARD RETIREMENT-AGE POLICIES Still, some investors did share with us their view that
term limit guidelines may provide a built-in mechanism
Nearly all Fortune 100 companies have board retirement- for boards to have a conversation with directors about
age policies in place, with most companies setting the leaving the board and create additional assessment of
retirement age at 72. Four of these companies have upped long-tenured directors. However, some investors noted
their retirement age since last year; none have lowered it. that a rules-based path regarding director terms may
prove attractive if they perceive that most boards are
Even when retirement-age policies are in place, some resistant to refreshing as needed.
boards may choose to waive them in cases where they feel
doing so is warranted. Indeed, nearly half of the Fortune HOW MANY S&P 1500 DIRECTORS ARE
100 companies that have board retirement-age policies CURRENTLY NEARING RETIREMENT?
make explicit that the policy may be waived under certain
circumstances. Still, it is rare for directors to serve on the A close look at data on current board members’ ages and
board past the set retirement age. Only 2% of Fortune tenures shows that 19% of S&P 1500 directorships are
100 directors are serving on boards past a designated held by individuals who are age 68 or older and have
retirement age. In half of those cases, the companies served on the board for 10 years or more, up from 14%
explain in the proxy statement the board’s reasoning for
reappointing those directors. Around 8% of Fortune 100 Fortune 100 boards with director
directors are age 72 or older. retirement-age policies
FORTUNE 100 BOARD TENURE POLICIES 83%
Tenure policies are rare among Fortune 100 companies. of Fortune 100 boards
Only four companies have them: one uses a term limit have retirement-age
of 12 years, one uses 15 years, one uses 18 years, and policies
one uses 20 years. Even when board tenure policies are
in place, companies may waive them. In fact most of Of that 83%...
the companies that do set term limits make clear that
the board may make exceptions. Only two Fortune 100 61% 28% 11%
directors are serving on boards past a designated term
limit — in one case the director is the chair and CEO Set the Set the Use other retirement
of the company, and in the other case the director is the retirement age retirement age ages ranging from
board chair. 70-76
at 72 at 75
Tenure policies are not popular with investors either.
Based on EY Center for Board Matters’ investor outreach
in advance of the 2015 proxy season, many investors
believe that blunt instruments, such as term limits, do not
account for the contributions of valuable, long-tenured
directors. While some investors will more closely review
boards where a significant portion of directors are long
tenured (particularly if they have concerns about other
governance practices and/or financial performance), they
are generally open to long tenures when warranted by the
director’s contributions and expertise.
BOARDVIEW
Age of Fortune 100 directors 19
4% Feature
25%
Tenure of Fortune 100 directors
21%
34%
71%
Under 50 45% Less than 3 years
50–67 3–9 years
68 and over 10 years or longer
19% OF S&P 1500 DIRECTORSHIPS Board seats likely to turn over in the next 5 years,
ARE HELD BY INDIVIDUALS WHO by index Directors who are 68 years or older and
ARE 68 OR OLDER AND HAVE have 10 or more years on board (includes boards
SERVED ON THE BOARD FOR 10 without a retirement-age policies)
YEARS OR MORE.
S&P 500 | 18%
in 2010. Given that the average retirement-age policy S&P 1500 | 19%
for Fortune 100 companies is 72, we can presume that
these S&P 1500 directors — who are within five years DATA
of reaching age 72 and, in addition, have tenures of 10
years or longer — are poised to exit the board over the All data is from EY’s Corporate Governance Database, which covers
next five years or so. While not a precise measurement, more than 3,000 companies listed in the US. Company retirement
the data reflects that the estimated portion of directors and tenure policy data is based on the corporate governance
nearing retirement is significant, and greater than it was five guidelines of 87 publicly traded Fortune 100 companies as of 30
years ago. June 2015. Fortune 100 director data is based on most recent annual
meeting proxy statements; director data for other indices is based
CONCLUSION on available 2015 annual meeting proxy statements for meetings
through 30 June 2015.
Factors driving the increasing focus on board composition This report is published by and originally appeared in Ernst & Young's
include the demand that board membership evolve along Board Matters Quarterly, September 2015.
with a company’s strategic plan and risk profile, the push
for enhanced board diversity and related performance RELEVANT MINDA PROGRAMMES
benefits, and the need for fresh perspective, expertise and
insights in the boardroom, among other things. These • CDAP: Board Rewards & Recognition/Succession
goals will not likely be achieved by board retirement or Planning
tenure policies alone. Setting expectations up front that
directors will serve for a limited amount of time based
on the board’s evolving oversight needs — not necessarily
until they reach retirement age — is important. The
data showing that a significant number of directors are
currently approaching retirement illustrates the current
opportunity for boards to review their oversight needs
and engage in strategic director succession planning. BV
BOARDVIEW
20
Feature
5 HUGE MISTAKES
STARTUPS MAKE WHEN
CHOOSING BOARD
MEMBERS
By Eran Laniado
Has this happened to you? You needed to consult with a friend about an
important matter, but when you finally met, you realised that he was hardly
interested in your problem. Even worse, he half-heartedly gave you vague
and remotely related advice. Could it get more frustrating?
21
Feature
Similarly, a CEO may feel that the board of directors 1. WRONG PEOPLE ON THE BOARD
does not help the company. She may be right — board
meetings could be a waste of time; board members Board members can be great resources who provide
may be unproductive or burdensome; in the worst cases, support, knowledge, and access to unique professional
lack of board cooperation may prevent a successful exit. networks. Unfortunately, not all board members offer
Kevin Rose got an offer to sell Digg for US$60 million a such value.
few years ago, but his board rejected it. Digg was sold for
mere US$500,000 back in July 2012. For example, some board members prioritie the interests
Board ineffectiveness often stems from board nomination of the investors or founders whom they represent far
mistakes. Here are five big mistakes that are often made above those of the startup.
when choosing board members — and, maybe more
importantly, tips on avoiding them. Scott Kurnik, an experienced entrepreneur and investor,
advises not to nominate to the board anyone reporting to
the CEO. Interestingly enough, he also suggests putting
the founder’s best friend on the board.
22
Feature
Additionally, one should be careful of five types of IT IS IMPORTANT NOT TO
dysfunctional board members as defined by Jack and FORM A BOARD OF TOO
Suzy Welch: The Do-Nothing; The White Flag (will do SIMILAR PROFILES AND TO
anything to avoid confrontation); The Cabalist (driven DIVERSIFY YOUR STARTUP
by personal agenda); The Meddler (dwells incessantly TO CONFIRM THAT THE
on details); and The Pontificator (only enjoys hearing VARIOUS REQUIRED SKILLS
himself speak). ARE IN PLACE.
How to avoid this mistake:
• Carefully consider board nominees and ask for 3. A HOMOGENEOUS BOARD
feedback from people who have worked with them. It is important not to form a board of too similar profiles
• Appoint at least one independent director, loyal to (e.g., all are engineers or all have similar VC backgrounds)
and to diversify your startup to confirm that the various
the company only. required skills are in place.
David Roth, the co-founder of AppFirst, described
2. MISALIGNMENT REGARDING THE recently how the need to balance the board guided his
BOARD’S ROLE startup’s decisions.
Aileen Lee of Kleiner Perkins Caufield & Byers has an
Boards of directors have many fiduciary and legal interesting argument, that the next board member should
responsibilities. Still, boards often have additional roles, be a woman, especially if women compose a significant
correlated with the venture’s stage. portion of the venture’s users.
At early-stage startups, members should support the How to avoid this mistake:
management (without micro-managing it). For example, • List the skills and experience needed from the board
they may help guide product decisions or provide access
to recruits, customers, and investors. Ideally, board (Product design? Customer acquisition? Partnerships?
members could also mentor founders. More established User experience? A great rolodex?).
startups, however, may need a different type of assistance • Consider rejecting solid candidates whose skills and
related to scaling sales, engineering, logistics, and other experience are common within the board in favor
functions that no longer fit into a garage. of candidates who possess the missing skills and
The above roles differ from those at publicly traded attributes.
companies, where board members extensively monitor
the firm’s performance and confirm that the management 4. TOO MANY BOARD MEMBERS
does not put its interests before the company’s (“the agent
problem”). An entrepreneur once complained, “My board keeps
Matt Blumberg, the CEO of Return Path, provides a on growing.” VC-backed startups often encounter this
useful summary of what makes awesome board members. problem when a new round of financing entitles investors
How to avoid this mistake: to board seats. Sometimes, “observer rights” increase the
• Check whether the candidate has board experience number of attendants even more.
with firms of similar stages and needs.
• Discuss with the candidate expectations of the board’s
role and responsibilities.
BOARDVIEW
23
Feature
At some point, a board’s growth has diminishing returns. How to avoid this mistake:
For a startup, a 10-person board will rarely be as engaged • Check each candidate’s track record (tenure, reasons
and helpful as a smaller one will. Further, the logistics
(assembling everyone, arranging one-on-one time with the for leaving, relationships developed) as board member
CEO before board meetings, etc.) become exponentially at other firms.
more complex. Fred Wilson from Union Square Ventures • Replace board members who negatively impact the
thinks a board of five members is ideal. He recommends board’s internal relationships. This is not easy, but in
no more than seven board members (two founders, one to extreme cases, it is necessary. BV
three VCs, and one to two other industry professionals).
How to avoid this mistake: AT SOME POINT, A BOARD’S
• Negotiate the number of future board seats entitled GROWTH HAS DIMINISHING
RETURNS. FOR A STARTUP,
with investors in the shareholders agreement. A 10-PERSON BOARD WILL
• Prefer nominees who will agree to leave the board RARELY BE AS ENGAGED
AND HELPFUL AS A
when it grows or when their skill sets become less SMALLER ONE WILL.
relevant.
• Consider building a board of advisors to access ABOUT THE AUTHOR
additional experience without increasing the size of
the board of directors. Eran Laniado advises multinational firms and mentors
entrepreneurs. He gained corporate experience as VP of
5. POOR ORGANISATIONAL FIT Business Development & Strategy of a NYSE traded firm
and as a member on boards of directors. He writes about
Some board relationship problems can harm the company strategy, business models, and innovation on his blog on
severely. For example, board members who get involved vbmnow.com and can be followed at @EranLan.
in day-to-day decisions instead of supporting the This article originally appeared on VentureBeat, February 10, 2015.
management (or replacing the CEO, when necessary) can
inhibit the CEO’s ability to lead. RELEVANT MINDA PROGRAMMES
Another problem occurs when board members accustomed
to aggressive corporate cultures meet a CEO for whom • CDAP: Board Rewards & Recognition/Succession
“aggressive” equals “rude”. Planning
Furthermore, pushy board members can cause CEOs
to commit to unrealistic plans. It’s true that CEOs are
responsible for their own decisions, but they can still be
unduly pressured, especially when the board member
is an investor (whom an inexperienced CEO may feel
obligated to please).
Last, some board members may be professionally
adept, but they do not show interest in mentoring the
management, nor can they successfully interact with
other members, bond, or build team spirit.
Steve Blank provides a painful example of poor
relationships between one of his ex-students and the chair
of his startup.
BOARDVIEW
24
Book Review
EXTRAORDINARY BOARD
LEADERSHIP: THE KEYS TO HIGH
IMPACT GOVERNING
BY DOUG EADIE Many nonprofits never take full advantage of their board
members. "Extraordinary Board Leadership: The Keys
to High Impact Governing" deals with an incredibly
important topic – “high-impact governing” – which is
at the heart not only of a nonprofit’s effectiveness, but
also the key to a positive, productive and enduring board-
CEO partnership. This text offers practical, hands-on
guidance, which is based on extensive real-life experience
and can be put to immediate use. It goes beyond the old-
fashioned “policy governance” approach in dealing with
the board-CEO-executive staff partnership. The second
edition of this successful book presents a more precise
definition of “high-impact governing”. It recognises that
the collaborative enterprise of governing requires a close
partnership between a high-impact governing board and
a truly “board-savvy” CEO, and it also discusses standing
committees — one of the preeminent drivers of high-
impact governing — in greater detail. This second edition
complete with tables and charts, also includes more case
studies and new information aimed at public governing
bodies.
ABOUT THE AUTHOR
Doug Eadie is the founder and president of Doug Eadie & Company.
Over the past 25 years, Doug has consulted with over 500 nonprofit
and public organisations in the areas of board and chief executive
leadership and strategic change management. Developer of the
High-Impact Governing Model, Doug is the author of 16 books on
public and nonprofit leadership in addition to Extraordinary Board
Leadership, which the Council for the Advancement and Support
of Education selected to receive its H.S. Warwick Research Award
for 2002.
Before founding his consulting practice, Doug held a variety of
public and nonprofit executive positions, including state and city
budget director and community college vice-president. He served
as a Peace Corps Volunteer for three years, teaching ancient
history and English at the Tafari Makonnen Secondary School in
Addis Ababa, Ethiopia. Doug is a Phi Beta Kappa graduate of the
University of Illinois at Urbana and received his master of science in
management degree from the Weatherhead School of Management
at Case Western Reserve University.
BOARDVIEW
25
Feature
COMPANIES ACT 2016:
NEW PLAYBOOK
FOR DIRECTORS
By Norhisham Abd Bahrin
The Companies Act 2016 (CA2016), which is set to unchanged, the higher obligations will inadvertently lead
totally replace the ageing 1965 Act will dramatically to an increase in accountability, governance and also
change the Malaysian corporate landscape. Believed liabilities by directors.
to be a more modern piece of legislation at par with The CA2016 introduces the concept of solvency test
advanced jurisdictions, the CA2016 comes with various and statement, which is borrowed from a few advanced
key changes to adapt to the current pace of business jurisdictions, to facilitate transactions which were either
while enhancing accountability, governance and internal strictly prohibited under the current act or require prior
control on the part of shareholders and directors in their Court process and approval. This generally refers to a
business operations. statement in writing by a director declaring that as at the
While the CA2016, which received the royal assent on
the 31 August 2016 and gazetted on the 15 September, KEY CHANGES UNDER COMPANIES ACT 2016
is yet to be operational, the Companies Commission of
Malaysia has indicated that the new act will be enforced Strengthening Corporate Governance Structure:
in stages beginning the first quarter of 2017. Shareholders:
Aside from the key changes (refer to diagram) CA2016 is • Greater shareholder involvement in
said to usher in the era of self-regulation for companies
focusing on the elements of corporate governance and the management.
level of engagement of shareholders, directors and other Directors:
stakeholders. • Current statutory duties remain but with more
The new act also aims to be business-friendly by making
it easier for companies to be incorporated and managed. obligations resulting in increased responsibility
There are certain deregulations of corporate processes to for disclosure and accountability.
stimulate entrepreneurship and spur business growth. • Introduction of solvency test and statement to
Further, CA2016 also codifies typical provisions usually facilitate corporate activities.
found in shareholders’ or joint ventures agreement in an • Directors’ indemnification by company can be
effort to better safeguard the interests of shareholders. made while court proceedings are ongoing.
These cost-saving features are intended to and will benefit Corporate Rescue Mechanisms:
the SMEs as well as startups. • Corporate voluntary arrangement
• Judicial management
HIGHER ACCOUNTABILITY FOR DIRECTORS
As an overview, the 2016 Act retains the existing
directors’ duties, restrictions and liabilities under the
current regime, save for some which have been enhanced.
While the statutory duties of directors remain primarily
BOARDVIEW
26
Feature
date of the statement, there are no grounds on which the KEY CHANGES UNDER COMPANIES ACT 2016
company could be found to be unable to pay or otherwise
discharge its debts before the company undertakes certain New Corporate Administrative Features:
corporate exercises. Solvency statements, which in effect • Easier incorporation process
are equivalent to statutory declaration, may be used for • Constitutional documents no longer
certain corporate exercises such as capital reduction,
financial assistance, redemption of shares out of capital mandatory (save for companies limited by
and share buybacks, as well as dividend payment. guarantee)
Depending on the corporate activities involved, certain • Single shareholder and directors allowed
solvency statements are to be given only by the voting • Non-requirement of unanimous circular
directors and in other transactions, all the directors. shareholder resolutions
While the CA2016 allows a certain degree of flexibility • Annual general meeting not compulsory for
for the companies to proceed with corporate activities by private companies
way of solvency statements, the rights of creditors and • Resignation of auditors allowed, without
third parties are also protected, as evidenced by various having to wait for appointment of replacement
provisions catering for such purposes. • Introduction of business review segment in
With regard to board proceedings, CA2016 makes directors' reports
it a default position that the chairperson in a private Management and Restructuring of
company has a casting vote and directors present at a Share Capital:
meeting are presumed to have agreed to pass a resolution • Abolition of par value for shares
unless any such director expressly dissents or vote against • Alternative procedure for reduction of capital
said resolution. These default position may be opted out via solvency test
if qualified in the company’s constitution. • Revamped processes of share buyback
• Increased flexibility of capital distribution rules
HIGHER LIABILITY • Liberalisation of financial assistance rules for
banks and insurance companies
CA2016 generally increases the penalty for directors for • Refinement of dividend procedures
breaches of statutory provisions. Monetary penalty has • Redemption of preference shares out of capital
been increased a hundredfold from a current maximum
of RM30,000 to a maximum of RM3 million. It is to ABOUT THE AUTHOR
be noted that liabilities have now also been extended to
include officers and other key individuals of a company. Norhisham Abd Bahrin is an advocate and solicitor
The changes illustrated are due to the change in of the High Court of Malaya and his practice focuses
enforcement approach under the CA2016 which seeks on corporate matters, mergers & acquisitions, aviation
to impose criminal sanctions on officers involved in the as well as data protection. He graduated from the
contravention rather than the company. International Islamic University Malaysia with LLB
The top-to-bottom changes brought by CA2016 will (Hons.) in 1999 and holds an MBA in International
revolutionise the framework of corporate administration Business from the Royal Docks Business School of the University
in Malaysia. Since the enforcement will be made in stages, of East London. He is a faculty member of Malaysian Directors
companies can gradually adapt to the new compliance Academy (MINDA).
regime while still focusing on business. The challenge,
however, will be to understand the whole spectrum of
changes while assessing and managing the implication on
the operational dynamics of the companies. BV
RELEVANT MINDA PROGRAMMES
• CDOP: @ 14 & 15 Mar & 25 & 26 Nov 2017
• CDOP: Updates in Companies Bill 2015
BOARDVIEW
28
Programme Highlights
14 July 2016
MINDA POWERTALK SERIES “WHAT WILL DISTINGUISH THE GREAT BOARDS
OF TOMORROW?” WITH BEVERLY BEHAN
Type: Awareness & Networking
Venue: Pullman Kuala Lumpur City Centre
First MINDA PowerTalk Series for titled “What Will Distinguish the
Great Boards of Tomorrow?” with Beverly Behan as the guest speaker.
The session was attended by a total of sixty six (66) company secretary
invitees from various GLCs and PLCs.
Behan shares a unique and simple Board practices:
• How the board engages in strategy and CEO succession planning,
two of the board’s most critical responsibilities – and areas where many
boards can make a far more significant contribution than they do now.
• Board composition – ensuring alignment between the portfolio
of skills at the board table and the company’s business model and
strategy.
• Board and director evaluations – using these as a constructive tool
to enhance and maintain high board performance instead of a
“box-ticking” exercise in compliance.
• The “tone at the top” – the board is the ultimate tone at the top
of any organisation, yet this is too often forgotten when it comes
to culture change and related issues. Tomorrow’s boards will and
should be characterised by vibrancy, energy and dynamism.
Behan has worked with more than 130 boards of directors over the past
16 years from the Fortune 500 to recent IPOs, both public companies and
private (including family–controlled and government–controlled entities).
Since 2005, CEO succession planning has comprised a significant
component of Behan’s consulting practice with boards.
BOARDVIEW
29
Event Highlights
26 July 2016
MINDA RUMAH TERBUKA
AIDILFITRI 2016
Venue: Restoran Rebung Chef Ismail, Kuala Lumpur
MINDA organised its Majlis Rumah Terbuka Hari Raya and invited
more than 200 guests from various organisations from GLCs, MoF
Inc. and PLCs.
This special occasion gives us a great opportunity to get together
to celebrate Hari Raya and at the same time allow us to show our
appreciation to MINDA alumni, for their constant support given to
MINDA. The open house was attended by more than 150 invited guests.
Programme Highlights
15 - 17 August 2016
INTERNATIONAL FOUNDATIONS OF DIRECTORSHIP (IFOD) 2016
Type: Premier Programme
Venue: Perth, Australia
Developed and delivered by Australian Institute of Company Directors This programme focused on how directors can:
(AICD) in partnership with MINDA, the programme aims to • Understand the role and responsibilities of a director in an
provide participants with a deeper understanding of director diversity,
cultural implications and performance best practice when working across international context
regulatory, cultural and social borders as well as legal and compliance • Work more effectively with your board to drive positive
requirements.
performance outcomes
• Identify and mitigate the risks faced by international directors
and multi-national companies
• Enrich contribution directors make to their board and
organisation
Over the Fireplace Chat session, a discussion on organisation’s objective
within an international framework and risk within cross regulatory
environments was shared by representatives from state government
Western Australia.
NEXT SESSION
• 7 & 9 Aug 2017
BOARDVIEW
30
Programme Highlights
2 - 3 August 2016
CORPORATE DIRECTORS ADVANCED
PROGRAMME: STRATEGY & RISKS
Type: Public Programme
Venue: Pullman Kuala Lumpur Bangsar
MINDA organised its second "Corporate Directors Advanced
Programme: Strategy & Risks" with 10 CPE points approved by
Securities Industry Development Corporation.
The programme was facilitated by Dr David Bobker who has extensive
experience in the areas of governance and risk training, and having been
the lead presenter for risk management for Bank Negara. A total of
eight directors from various industries attended the programme.
NEXT SESSION
• 18 & 19 Jul 2017
1 - 2 September 2016
CORPORATE DIRECTORS ADVANCED
PROGRAMME: FINANCIAL LANGUAGE
IN THE BOARDROOM
Type: Public Programme
Venue: Pullman Kuala Lumpur Bangsar
MINDA has specially designed a two-day programme
entitled "Corporate Directors Advanced Programme:
Financial Language in the Boardroom" with 10 CPE
points approved by Securities Industry Development
Corporation.
A total of thirteen (13) participants attended the
programme with a good mix of chairman, directors and
CEOs of various GLCs, MoFs and PLCs.
NEXT SESSION
• 11 & 12 Apr 2017
BOARDVIEW
31
Programme Highlights
23 August 2016
CORPORATE DIRECTORS ONBOARDING PROGRAMME:
UPDATES IN COMPANIES BILL 2015
Type: Public Programme
Venue: Pullman Kuala Lumpur Bangsar
MCDOP Updates on Companies Bill 2015 And Its Implications to Directors was
launched first under the Corporate Directors Onboarding Programme series 2016.
The programme was attended by thirty one (31) participants and facilitated by
Norhisham Abd Bahrin, advocate and solicitor of the High Court of Malaya.
This programme is launched based on recently passed Companies Bill 2015 by the
Parliament on 28 April 2016 is a reform of the Malaysian corporate law with the
objectives to:
• Enhance internal control, corporate governance and corporate responsibility
• Simplify the compliance provisions
• Provide flexibility in managing the affairs of companies
• Facilitate starting a business and reduce the cost of doing business
Although the enforcement will only take place at the end of the year to early 2017,
it is necessary and essential for all company directors to know in general the various
aspects of change to the Companies Act. This programme provides company
directors the latest development on their roles and responsibilities under the law
and offers a practical insight on the various options and how each option works.
25 July 2016 Customised Powertalk titled “What Will Distinguish the Great Boards ofTomorrow?”
was organised for Lembaga Tabung Angkatan Tentera (LTAT). The focus of the talk
CUSTOMISED POWERTALK was what will distinguish the great boards of tomorrow based on board practices
SERIES FOR LTAT that were considered “leading edge” five or 10 years ago are fairly “routine” is the subject
of this talk.
Type: Customised Programme This one-day programme was attended by forty eight (48) Directors and high-
Venue: INTEC Education College, Shah Alam ranked officers of LTAT. The programme was facilitated by Beverly Behan, the
Lead Facilitator for MINDA’s programme on Boards Rising to the Challenge of
Corporate Entrepreneurship.
BOARDVIEW
32
Programme Highlights
25 & 26 July 2016 Designed and organised for TERAJU’s teras companies, this programme
provided a platform to strengthen the competitiveness of Bumiputera
INSKEN ONBOARD SME DIRECTORS businesses at home and abroad via:
PROGRAMME (IDP) • An enhanced professionalism in the organisation that is on par
Type: Customised Programme with international standards;
Session 9: INSKEN, Mutiara Damansara • An enriched business savviness that drive performance;
• The right mindset and leadership to be innovative and creative;
• A stronger and robust corporate practice;
• A wider and beneficial network through MINDA Alumni
Awareness and Networking events
The programme was facilitated by Azryain Borhan, CEO of Pinnacle
Perintis, Nik Mohd Hasyudeen Yusoff, Adjunct Professor at the Faculty
of Business and Accountancy, University Malaya and Dr Suraya
Sulaiman, Executive Director of Innovation Capability & Culture,
Alpha Catalyst Consulting.
5 & 6 September 2016
FOUNDATION PROGRAMME
FOR PETRONAS
Type: Customised Programme
Venue: Pullman Putrajaya Lakeside Hotel
The Customised Foundation Programme organised for Petronas consists
of 4 modules thereby providing a platform for Petronas public listed
directors to update their knowledge with the latest development on
their roles and responsibilities as a director as well as networking amongst
fellow directors:
• Module 1: Companies Act 1965: Achieving Business
Sustainability & Corporate Governance
• Module 2: Financial Language in the Boardroom
• Module 3: Strategy & Risk – Managing Uncertainty
• Module 4: Panel discussion to discuss practical applications of all
modules
The programme was facilitated by Azryain Borhan, CEO of Pinnacle
Perintis, Vincent Loh presently Chief Executive of Core Management
Resources, Dr David Bobker Associate Professor in Risk Management
and Director of the Centre For Economics and Risk at the Malaysia
University of Science and Technology and Dato' Azzat Kamaludin
Chairman and Director of the Board of Dialog Axiata.
BOARDVIEW
33
Programme Highlights
26 - 30 September 2016
CUSTOMISED COMPANY SECRETARIES
PROGRAMME (CCSP) FOR DRUK
HOLDING & INVESTMENTS LTD (DHI)
Type: Customised Programme
Venue: Novotel Kuala Lumpur City Centre
The Customised Company Secretaries Programme organised for
DRUK Holding & Investments Ltd (DHI) providing a platform
for DHI’s subsidiary companies to update their knowledge with
the latest development on their roles and responsibilities as a company
secretary as well as networking among fellow counterparts. A total of
eighteen (18) CoSecs of DHI’s subsidiary companies attended the
programme.
The programme was facilitated by Ravinderjit Savinder Singh and
Wee Hock Kee, Managing Partner of CG Board Asia Pacific.
29 September 2016
CUSTOMISED COMPANY DIRECTORS ONBOARDING
PROGRAMME (CCDOP) FOR KHAZANAH
Type: Customised Programme
Venue: Kuala Lumpur Convention Centre
Customised Corporate Directors
Onboarding Programme organised by
MINDA and Khazanah, with aims to
enable boards to understand their role in
developing strategy and set the tone at the
top as an entrepreneurial board, learn from
best practices on how boards can challenge
management’s assumptions constructively
and provide rigorous, independent
assessment of the proposed strategies
and its associated risks to recognise an
effective profile of an director and board
and institutionalise these characteristics for
sustainable board stewardship.
The programme was facilitated by Datuk
John Zinkin, Managing Director of
Zinkin Ettinger Sdn.Bhd and Azryain
Borhan, CEO of Pinnacle Perintis.
BOARDVIEW
34
3rd Party Events
8 - 9 August 2016
MAICSA ANNUAL CONFERENCE 2016
Type: Awareness & Networking
Venue: Sime Darby Convention Centre
The MAICSA Annual Conference 2016 held at the Sime Darby
Convention Centre, Kuala Lumpur was an excellent platform for
company secretaries, directors and corporate officers to keep abreast
with the latest regulatory updates and developments in governance.
As one of endorsing partner of the the event, MINDA had a strong
presence throughout the event and with a product showcasing booth
where MINDA personnel were present to demonstrate MINDA
portal to the leading corporates in Malaysia.
MINDA portal enables corporate directors to be part of
the pool of matched candidates for directorship opportunities and
instant access to online resources related to corporate governance
and board effectives, including white papers and benchmark reports.
7 September 2016 Acknowledge exchange programme between
Pakistan Senate Committee and MINDA
WORLD BANK MEETING: MINDA-PAKISTAN has been organised by the World Bank to
SENATE COMM learn about the government transformation
reforms and their implementation in
Type: Awareness & Networking Malaysia. Pakistan’s government is currently
Venue: Sasana Kijang, Kuala Lumpur implementing an ambitious Economic Reform
Program which entails a number of legislative
BOARDVIEW reforms related to financial inclusion, credit
infrastructure and capital market development.
Through this Knowledge Exchange Program,
seven Senators from the Pakistan’s Senate
Finance Committee (along with the World
Bank team which has been assisting the
government on financial sector reforms) will
visit KL to learn from the implementation
experiences.
The main objectives of the exchange program
are to:
• Assess impacts of similar reforms in
Malaysia to understand both micro and
macro level implications;
• Understand the governance models
which underpin reform programmes;
and
• Learn from Malaysia’s experience in
implementation of legislative change
35PROGRAMMES4 -Day30 2
TIER 1 PREMIER PROGRAMMES 2 -Day
MINDA PUBLIC PROGRAMME CALENDAR 2017BHPD3 -Day15 & 16 7-9
DF 2 -Day 27 & 28
BOARDVIEW 2 -Day 14 & 15 18 & 19 25 & 26
IFOD 2 -Day 10 & 11
1 -Day 11 & 12 19
IOD SUMMIT 2017 2 -Day 14
TIER 2 PUBLIC PROGRAMMES 2 -Day 5&6
CDOP 1 -Day 25
CDAP: Finance 2 -Day
1 -Day 25
CDAP: Cybersecurity ½ Day 4
½ DAY
CDAP: Strategy & Risks
1.5
CDAP: Mergers & Acquisitions Hour
CDAP: Board Rewards &
Recognition/Succession Planning 1 -Hour
CDAP: Innovation
CDAP: Sustainability
CDAP
CDAP
TIER 3 AWARENESS &
NETWORKING PROGRAMMES
PowerTalk Series
Raya Open House
Company Secretary Brie ng
LEGEND CDAP: Corporate Directors Advanced Programme Dates TBC
BHPD: Building High Performance Directors CDOP: Corporate Directors Onboarding Programme
DF: Directors Forum
IFOD: International Foundation of Directorship
36
Local CG News
ACROSS THE BOARD
MALAYSIA’S SLIDE IN Malaysia’s two-spot slide to sixth place in an international corporate governance ranking
CORPORATE GOVERNANCE of 11 Asia Pacific countries — due to the 1Malaysia Development Bhd (1MDB)
RANKING ‘REGRETTABLE’, saga — is “regrettable but understandable”, says the Malaysian Institute of Corporate
SAYS MICG Governance (MICG). It was reported in The Edge Financial Daily today that Malaysia
fell two notches to sixth place in the biennial Corporate Governance (CG) Watch 2016
Source: The Edge ranking, undermined by the 1MDB saga, which had “cast a pall over [the] country and
October 5, 2016 key government institutions”. Malaysia, with 56 points, came behind Singapore (67),
Hong Kong (65), Japan (63), Taiwan (60) and Thailand (58), according to data released
by investment banking group CLSA and the Asian Corporate Governance Association
(ACGA) in Hong Kong on Thursday morning. Australia, which was included as a
benchmark, but not in the final ranking, scored 78 points.
LION CORP REACHES After 35 years as a public company, Lion Corp Bhd will be de-listed on Oct 12. In a
END OF THE ROAD AS filing with Bursa Malaysia yesterday, the steel product manufacturer said it would not
A LISTED COMPANY appeal against Bursa Malaysia Securities’ rejection of its request for more time to submit
its regularisation plan. Bursa Securities decided to dismiss the company’s application for
Source: The Star a time extension to Nov 30 as there was no material development towards the finalisation
October 5, 2016 and submission of the plan to the regulatory authorities.
MORE WORK FOR Shareholders and the general public can expect to be better informed about listed
INTERNAL AUDITORS companies’ corporate governance, risk management and control processes when the
WITH NEW STANDARDS new and revised International Standards on Auditing comes into force from Dec 15 this
year for audit reports. While the standards apply to external auditors, a key area, “key
Source: The Star audit matters” or KAM for short, will involve internal auditors. According to recently
September 19, 2016 appointed Institute of Internal Auditors (IIA) Malaysia president Lucy Wong, the KAM
could possibly mean more communication, coordination and collaboration between
internal and external auditors since both could have overlapping responsibilities.
BANK RAKYAT Bank Rakyat managing director Datuk Mustafha Abd Razak and bank chairman Tan Sri
CHAIRMAN, MD CHARGED Abdul Aziz Zainal have been charged in the Sessions Court here Wednesday with criminal
WITH CBT breach of trust and abetment respectively involving RM14,991,283.20. Both pleaded not
guilty before judge Madihah Harullah. Mustafha, 48, allegedly committed the offence
Source: The Star related to the bank’s group marketing expenditure allocation at Menara Kembar Bank
September 8, 2016 Rakyat, No. 33 Jalan Travers here on March 11. He was charged under Section 409
of the Penal Code. Abdul Aziz, 65, stands accused of abetting Mustafha at the same
place and date and was charged under Section 109 read together with Section 409 of the
Penal Code. If found guilty, they can be sentenced to a maximum 20 years in jail, with
whipping and a fine.
BOARDVIEW
37
Local CG News
ACROSS THE BOARD
COMPANIES BILL 2015 TO The Companies Bill 2015, which will replace the Companies Act 1965, will be implemented in
TAKE EFFECT NEXT YEAR stages from next year. Companies Commission of Malaysia (SSM) chief executive officer Datuk
Zahrah Abd Wahab Fenner said that companies would see some changes in the enforcement as
Source: The Star early as in the first quarter.
September 7, 2016 “Right now the Bill is awaiting the consent of the Yang di-Pertuan Agong Tuanku Abdul Halim
Mu’adzam Shah. Once we obtain the nod, SSM will enforce it in stages. We are currently
working out the details, including the fee structure.”
GOVERNMENT TO CONTINUE The Government, through the Finance Ministry, will continue to monitor government-
MONITORING GLCS linked companies (GLCs) and those owned by it, via the Ministry of Finance Inc (MoF
Inc), from time to time.
Source: The Star Second Finance Minister Datuk Johari Abdul Ghani said it was necessary for the
September 5, 2016 managements of the related companies to ensure that those under their charge were well
managed.“If they fail to undertake their responsibilities in an efficient manner, we will not
renew their contracts,” he added.
MUHAMMAD: AUDIT The role of the audit committee is integral in efforts to raise the bar on audit standards
COMMITTEE’S JOB NOW and quality, said Bank Negara governor Datuk Muhammad Ibrahim. “The strength and
MORE DIFFICULT effectiveness of the internal audit function will influence the risk and compliance culture
in an organisation.
Source: The Star “Clearly, the job is now more difficult and challenging than ever, given the increased
August 17, 2016 expectations by shareholders and heightened scrutiny when things go wrong, as well as
increasing obligations under the statute that place additional fiduciary responsibilities on
audit committee,” he said.
SC ISSUES RULE BOOK ON The Government, through the Finance Ministry, will continue to monitor government-
REVISED TAKEOVER AND linked companies (GLCs) and those owned by it, via the Ministry of Finance Inc (MoF
MERGER FRAMEWORK Inc), from time to time.
Second Finance Minister Datuk Johari Abdul Ghani said it was necessary for the
Source: The Sun managements of the related companies to ensure that those under their charge were well
August 16, 2016 managed. “If they fail to undertake their responsibilities in an efficient manner, we will
not renew their contracts,” he added.
BOARDVIEW
38
PROFESSIONAL MEMBER LIST
Member Category 13. Dr. Khairus Masnan 25. Tan Sri Dato’ Ir. Omar 5. Karma Chhophel
1. Datuk Ir. Adanan Abdul Khalid Ibrahim AMDA 00000793
Member since Jul 2016
Mohamed Hussain MMDA 00000816 MMDA 00000062 6. Kinlay
MMDA 00000864 Member since Aug 2016 Member since Aug 2016 AMDA 00000794
Member since Aug 2016 14. Datin Dr. Mei Pheng 26. Ooi Suan Kim Member since Jul 2016
2. Dato’ Agil Natt MMDA 00000693 7. Dawa Sonam
MMDA 00000161 LEE Member since Aug 2016 AMDA 00000804
Member since Aug 2016 MMDA 00000684 27. Phub Dorji Member since Jul 2016
3. Dato’ Ahmad Pardas Bin Member since Dec 2015 MMDA 00000792 8. Jigme Tenzing
15. Mohamad Azmi Bin Ali Member since Jul 2016 AMDA 00000790
Senin MMDA 00000044 28. Ravinder Kaur a/p Mahan Member since Jul 2016
MMDA 00000054 Member since Aug 2016 9. Pasang Dorji
Member since Jan 2016 16. Datuk Mohd Esa bin Abd Singh AMDA 00000789
4. Dato’ Aziz Bakar MMDA 00000048 Member since Jul 2016
MMDA 00000055 Manaf Member since Aug 2016 10. Sangay Tenzin
Member since Jan 2016 MMDA 00000028 29. Dato’ Richard Abas AMDA 00000805
5. Datuk Azzat bin Member since Jan 2016 MMDA 00000462 Member since Jul 2016
17. Karma Member since Aug 2016 11. Tandi Wangchuk
Kamaludin MMDA 00000788 30. Dr. Saimy Bin Ismail AMDA 00000795
MMDA 00000029 Member since Jul 2016 MMDA 00000049 Member since Jul 2016
Member since Jan 2016 18. Namgay Wangchuk Member since Aug 2016 12. Karma Choden
6. Dasho Karma Yezer Raydi MMDA 00000798 31. Shahnaz Al Sadat AMDA 00000803
MMDA 00000802 Member since Jul 2016 MMDA 00000056 Member since Jul 2016
Member since Jul 2016 19. Nim Dorji Member since Jan 2016 13. Tashi Lhamo
7. Dato' Ir. Hj Annies Md MMDA 00000797 32. Dr. Tshering Cigay Dorji AMDA 00000786
Member since Jul 2016 MMDA 00000796 Member since Jul 2016
Ariff 20. Phub Tshering Member since Jul 2016 14. Tashi Pem
MMDA 00000187 MMDA 00000800 33. Zalman Bin Ismail AMDA 00000787
Member since Aug 2016 Member since Jul 2016 MMDA 00000111 Member since Jul 2016
8. Datuk Dr. Syed 21. Tshewang Rinzin Member since Aug 2016 15. Tharchen
MMDA 00000799 Associate Category AMDA 00000791
Muhamad bin Syed Abdul Member since Jul 2016 1. Dato’ Dr. Ahmad Sabirin Member since Jul 2016
Kadir 22. Ir. Dr. Muhamad Fuad
MMDA 00000516 Arshad
Member since Sep 2016 Abdullah AMDA 00000832
9. Dr. Damber S Kharka MMDA 00000398 Member since Aug 2016
MMDA 00000806 Member since Sep 2015 2. Choong Yick Kheong
Member since Jul 2016 23. Tan Sri Datuk Dr. AMDA 00000841
10. Faridah Rohani Rais Member since Aug 2016
MMDA 00000822 Muhammad Rais bin 3. Chris Lim
Member since Aug 2016 Abdul Karim AMDA 00000133
11. Ismail Mahbob MMDA 00000030 Member since Nov 2015
MMDA 00000291 Member since Jan 2016 4. Dato' Hisham Othman
Member since Aug 24. Dr. Mustakizah Zakaria AMDA 00000780
12. John Doody Chacko MMDA 00000687 Member since Aug 2016
MMDA 00000638 Member since Dec 2015
Member since Dec 2015
BOARDVIEW
OUR CLIENT LIST
1Malaysia Development Berhad Island & Peninsular Berhad Performance Additives Sdn Bhd
Affin Bank Berhad IWK Konsortium Sdn Bhd Permodalan Nasional Berhad
Affin Hwang Investment Bank Berhad Jambatan Kedua Sdn Bhd Petra Jaya Properties Sdn Bhd
Affin Islamic Bank Berhad JBB Consultant Sdn Bhd Petronas
Agrobank JKP Sdn Bhd Pharmaniaga Berhad
Ahmad Zaki Resources Berhad K & N Kenanga Holdings Berhad PLUS Expressways Berhad
Allianz Malaysia Berhad Khazanah Nasional Berhad Primanora Medical Centre
Alpha Catalyst Consulting KKIP Sdn Bhd Prokhas Sdn Bhd
Amanah Raya Berhad KL Kepong Country Homes Sdn Bhd Proton Holdings Berhad
Amanahraya Investment Management Sdn Bhd Kolej Yayasan Sabah PT Bank Lipro Tbk
AmcorpGroup Berhad KPJ Healthcare Berhad Puncak Niaga(M) Sdn Bhd
Amir Kahar Holdings KPJ Johor Specialist Hospital QL Resources Berhad
AptivaAsia Sdn Bhd KPJ Seremban Specialist Hospital Rangkaian Hotel Seri Malaysia Sdn Bhd
Axiata Group Berhad KPS Consortium Berhad Ranhill Group Sdn Bhd
Bank Rakyat KTM Berhad Ranhill Worleyparsons Sdn Bhd
BHIC Aero Services Sdn Bhd KTM Distribution Sdn Bhd RHB Bank Berhad
BIB Insurance Brokers Sdn Bhd KUB Agro Holdings Sdn Bhd RHB Islamic Bank Berhad
BIMB Holdings Berhad Kumpulan FIMA Berhad Romstar Sdn Bhd
Boustead Holdings Berhad Kumpulan Modal Perdana Sdn Bhd S.S Excel Communication Consulting Sdn Bhd
Boustead Penang Shipyard Sdn Bhd Leaped Services Sdn Bhd Sabah Electricity Sdn Bhd
Bursa Malaysia Berhad Lembaga Tabung Angkatan Tentera Sapura Industrial Berhad
Business and Management International College Lembaga Tabung Haji Sapura Resources Berhad
(BMIC) Linshanhao Plywood (Sarawak) Sdn Bhd Sapurakencana Petroleum Berhad
Cagamas Berhad Malakoff Corporation Berhad Sarawak Hidro Sdn Bhd
CapitaMalls Malaysia REIT Management Sdn Bhd Malaysia Airlines Seagate Systems (M) Sdn Bhd
Cement Industry Malaysia Berhad Malaysia Airports Holdings Berhad Securities Commision Malaysia
CG Board Asia Malaysia Building Society Berhad Seers Partnership Sdn Bhd
Chemical Company of Malaysia Berhad Malaysia Debt Ventures Berhad Sepang International Circuit
CIMB Bank Berhad Malaysia Venture Capital Management Berhad Shin Yang Shipyard Sdn Bhd
CIMB Holdings Berhad Malaysian Electronic Clearing Corporation Sdn Silterra Malaysia Sdn Bhd
CIMB Islamic Berhad Bhd (MyClear) Sime Darby Berhad
Cliq Energy Berhad Malaysian Kuwaiti Investment Co. Sdn Bhd SIRIM Berhad
Composite Technology Resources Malaysia Sdn Malaysian Mosaics Berhad SME Bank
Bhd Malaysian Resources Corporation Berhad State Trading Organization PLC
Continental Tyre PJ Malaysia Sdn Bhd Malaysia-Thailand Joint Authority Syarikat Perumahan Negara Berhad
Credience Malaysia Sdn Bhd Managepay System Berhad Syarikat Prasarana Negara Berhad
Destination Resorts & Hotels Sdn Bhd Maybank Asset Management Sdn Bhd Syarikat Takaful Malaysia Berhad
Dijaya Corporation Berhad Maybank Group Berhad Tan Chong Motors Sdn Bhd
Ekuiti Nasional Berhad (Ekuinas) Mazmi Associates Sdn Bhd Taylor's University Sdn Bhd
Employees Provident Fund Menara Optometry Centre Sdn Bhd Technology Park Malaysia Corporation Sdn Bhd
EMRAIL Sdn Bhd MIDF Amanah Investment Bank Telekom Malaysia Berhad
Encorp Berhad MIMOS Berhad Tenaga Nasional Berhad
EP Manufacturing Bhd Ministry of Finance TH Plantations Berhad
Ernst & Young Sri Lanka Ministry of Transport TH Properties Sdn Bhd
Etiqa Takaful Berhad Ministry of Women, Family and Community TH Technologies Sdn Bhd
EXIM Bank Development Theta Edge Berhad
Faber Group Berhad MNRB Holdings Berhad Tokio Marine Life Insurance Malaysia Berhad
Felcra Berhad Mondelez Malaysia Sales Sdn Bhd TPM College Sdn Bhd
Gas Malaysia Berhad Multimedia Development Corporation Sdn Bhd Triplc Berhad
GE in Vietnam&Cambodia Naim Holdings Berhad UDA Holdings Berhad
Genting Plantations Berhad NCB Holdings Bhd UEM Builders Berhad
Global Facilities Management Sdn Bhd Opus Group Berhad UEM Edgenta Bhd
Halal Industry Development Corporation OSK Technology Ventures Sdn Bhd UEM Group Berhad
IHH Helathcare Berhad Pakatan Reka Arkitek Sdn Bhd UEM Sunrise Berhad
IJN Holdings Sdn Bhd Pejabat Menteri Besar Johor UiTM Hospitality Management Services Sdn Bhd
IK Chin Travel Service (K) Sdn Bhd Pejabat Timbalan Setiausaha Kerajaan Negeri Sabah UMW Corporation Sdn Bhd
Indah Water Konsortium Sdn Bhd Pembinaan BLT Sdn Bhd (PBLT) UMW Oil & Gas Corporation Berhad
Inno Bio Ventures Sdn. Bhd. Penang Port Sdn Bhd Unit Perancang Ekonomi Negeri Johor
InnoSense Consultancy and Trading Pengurusan Aset Air Berhad Valuecap Sdn Bhd
Institut Terjemahan Buku Malaysia (ITBM) Perak Corporation Berhad WTK Holdings Berhad
Iskandar Investment Berhad Perbadanan Bekalan Air Pulau Pinang Sdn Bhd WZR Property Sdn Bhd
Iskandar Malaysia Studios Sdn Bhd Perbadanan Hal Ehwal Bekas Angkatan Tentera Yayasan Raja Muda Selangor
Iskandar Regional Development Authority (IRDA) Perbadanan Kemajuan Negeri Selangor (PKNS) Yayasan Sabah Group
Iskandar Waterfront Development Perbadanan Nasional Berhad (PNS)
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