You are on page 1of 26

FACULTY OF ACCOUNTANCY, FINANCE AND BUSINESS

BBBD3034 CASE STUDY IN SECRETARIAL PRACTICE

COURSEWORK III

COURSEWORK FEEDBACK FORM FOR WRITTEN REPORT

COURSE CODE/ COURSE TITLE:


NAME OF STUDENT(s): ID No:
1. Bernard Ung Kee Sim 17WBR07897
2. Branden Lim Vun Khee 17WBR11374
3. Lim Min Min 17WBR07966
4. Teo Khoon Teng 17WBR03642
5. Tio Pei Ting 17WBR04487
6. Yapp Chun Yung 17WBR08036
PROGRAMME:
YEAR OF STUDY: SEMESTER: ACADEMIC YE AR:
GROUP NO:
COURSEWORK NO: 1/2/3 NATURE OF COURSEWORK: MARKS ALLOCATED:
(e.g. group
WORD COUNT: 4784 assignment) /100

Note: This form must be submitted together with the assessment grid/grading criteria used for the
coursework.
PLAGIARISM STATEMENT

KOLEJ UNIVERSITI TUNKU ABDUL RAHMAN

FACULTY OF ACCOUNTANCY, FINANCE AND BUSINESS

BBBD3034 CASE STUDY IN SECRETARIAL PRACTICE

Bachelor of Business Administration (Honours) Year 3

COURSEWORK III

Plagiarism Statement

We confirm that the submitted work are all our own work and are in our

own words.

No. Name Student ID Signature

1. Bernard Ung Kee Sim 17WBR07897

2. Branden Lim Vun Khee 17WBR11374

3. Lim Min Min 17WBR07966

4. Teo Khoon Teng 17WBR03642

5. Tio Pei Ting 17WBR04487

6. Yapp Chun Yung 17WBR08036

Programme: 3RCA

Tutorial Group: 4

DATE: 14th March 2019


ASSESSMENT GRID

Weightage
(%) Maximum Marks
awarded

Brief company history and background 5% 5

Contents
The issues and problems are clearly 30% 30
defined/identified and Addressed. Shows
knowledge of the required subject areas.
Reasoning and Analysis 30
Analysis of suitable aspects of governance
e 30%
(values, governanc practices & frameworks of
the organisation) in the Malaysian context.
Evidence of independent research.
Conclusion/solution/Recommendations 30% 30
Sound and creative arguments, leading to a well-
reasoned conclusion/solution/recommendation

5
Style, systematic organisation and presentation in
5%
a clear and concise manner and format

TOTAL 100% 100


Brief History and Background of Genting Berhad and Barakah Offshore
Petroleum Berhad

Genting Berhad is an investment holding and management company in


Malaysia, which incorporated in 1968. In 1971, Genting decided to list itself on
the Main Market of Bursa Malaysia. The vision set out by the founder Tan Sri
Lim Goh Tong is to establish a mountaintop resort in Malaysia. Until today,
Genting Berhad has been diversifying its business scope and having
established numerous susidiaries in Malaysia, which include the Genting
Plantations Berhad, Genting Malaysia Berhad, Genting Energy Limited and
Genting Singapore Limited. The business operations of Genting spanning
across the globe in many developing countries such as Singapore, India,
Indonesia, China, United States, United Kingdom, Bahamas, Egypt and also in
Malaysia. Besides, its business activities also have been expanded in
many industries, which include in the areas of hospitality, leisure, oil palm
plantations, property development, oil and gas, power generation,
biotechnology and life science activities.

Barakah Offshore Petroleum Berhad is an investment holding


company for PBJV Group Sdn Berhad in Malaysia, which incorporated in 2012.
PBJV is a company that having business activity which focuses on offshore
pipeline services. The company has been an active oil and gas service provider
since 2000 in Malaysia. Moreover, on 6 November 2013, Barakah Offshore
Petroleum Berhad decided to list on the main market of Bursa Malaysia. Today,
Barakah Offshore Petroleum Berhad’s business activities has always been
leading in the oil and gas industry. Besides, the company’s business activities
are separated into four pillars of businesses, which are EPCC onshore pipeline
and construction, pipeline services, Topside Major Maintenance and Hookup
Commissioning and Offshore Transportation and Installation (OIC).
1. Independence of the Board

Independent director is the person that independent of management


and release of any businesses or other relationship that may obstruct the
implement of independent judgement or the obligation to act for the best
interest of the company (Financial talking 2018).

According to Practice 4.1 of MCCG, every company are encouraging to


have at least half of the board members are independent directors. In the same
concept has also mentioned in the Para15.02(1) of BMLR which the company
should ensure that with minimum 2 directors or 1/3 of the board of directors
depending on whichever is higher , are independent directors.

In this case, Genting applied the practice which the company has total
nine (9) board members and six (6) of them are independent directors which
means in the board there are almost 67% of the board members are
independent directors compared with Barakah Offshore Petroleum has total
eight (8) members and four (4) of them are independent director but there are
only around 50% of the board members are independent directors
However ,this two companies have fulfilled the requirement of MMCG Practice
4.1 and BMLR Para 15.02 (1).

This shows that Genting independent directors have more influence


over the board decision making since they are able to act as “watchdog” for the
company and contribute independent judgement in the decision making
process with ensuring that the decision are in the best interest of the company
as well as stakeholders. (The Economic Times 2013) Nevertheless, Barakah
Offshore should increase the number of independent directors in the board of
directors in order to assist the company to have different opinion in the board
and able to ensure the decisions making processes are transparent and
accountability to the shareholders as well as responsibility to the stakeholders.

Based on Practice 4.2 of MCCG, every company could ensure the


independent director tenure does not more than a cumulative term limit of nine
(9) years.

Genting failed to apply this practice since there are four (4) of the
independent directors, comprises of Tan Sri Clifford Francis Herbert, Gen. Dato’
Seri DiRaja Tan Sri (Dr.) Mohd Zahidi (R) and Mr Quah Chek Tin, have been
serving as an independent director in the company beyond nine (9) years. On
the other hand, for Barakah Offshore Petroleum, presently the longest serving
independent director is only six (6) years, which means none of the
independent directors have been serving for more than nine (9) years.

In this case, Barakah Offshore has better performance compare to


Genting. It is because, even Genting argue boards believe that independent
directors long service would not affect their independent opinion and judgement
but the longer of board service as independent directors could have the
possibility of having close relationship between independent directors, the
boards, and management (Malaysiakin 2018). This may lead the directors to
be generous to their interest and during the board deliberations may cause lack
of a robust challenge in the decision made by the boards. As a result, Genting
should have a board refreshment in their board of directors.

Practice 4.3 of MCCG has mentioned that the board of the company
could have a policy to limits the tenure of the company independent directors
to nine (9) years.

However, Genting and Barakah Offshore Petroleum did not adopt to


this practice without giving any explanation on the reason of not apply of this
practice. Both of the companies should adopt this policy since it may cause
erosion of the board objective if the company gives the independent directors
long tenure. According to the INSEAD Business school research has stated
that the independent directors’ performance and objective normally reach the
turning point among around seventh (7) to eleventh (11) years. This turning
point is the time for the independent directors has built up the advantages of
institutional knowledge as well as the cost of entrenchment. After this point, the
performance of the independent directors may shift from rigorous to
complacency (Appendix 1). Therefore, Genting and Barakah Offshore
Petroleum should adopt this policy in order to control the quality of the boards.

In a nutshell, in the perspective of independent directors, Genting has


arranged their independent well in the boards with a reason of Genting has
allocate their independent director to chair all the committee and all of the
members of nominating and audit and risk management committee are coming
from independent directors. This shows that Genting is paying attention to the
role of the independent directors in the board. In contract, even all members
including the chairman of nominating are independent directors. But, Barakah
Offshore audit committee does not include solely of independent directors and
this was against the practice 8.4 of MCCG. This indicate that Barakah Offshore
is not limiting their power to conduct their duties. In overall, Genting
independent director would have more involvement to the board and more
transparency for their businesses compared with Barakah Offshore.

2. Transparency

Transparency refers to the openness and willingness by a company to


provide clear information not only its shareholders, but also their stakeholders.
It could be in the form of disclosing financial performance figures that are true
and fair (Bennis et al., 2010)

Practice 6.1 of MCCG 2017 provides that the board should have
policies and procedures to determine the remuneration of directors and also
senior management while taking into account of the demands, complexities
and also the performance of the company. Policies and procedures shall be
reviewed periodically and made available on the company’s website.

Genting Berhad (Genting)

The company applied to this practice by establishing a formal


remuneration policy for the Executive Directors (ED) and also its senior
management in order to align with the business strategy and its long-term
objectives and also its unlisted subsidiaries. Not only that, they have also
reviewed their policies and procedures periodically and made it available on
the company’s website i.e. www.genting.com.

Some of the basis and factors that were taken into account while
determining the remuneration are such as the financial performances of the
Company and its unlisted subsidiaries, the general economic situation, current
market practice and also the performance of each Executive Directors and the
senior management. They have also taken information provided by
independent consultants and survey data into account. Furthermore, the Board
determines the fees of Non-Executive Directors (NED) and ED, their fees and
benefits-in-kind as per approved by the shareholders at the Annual General
Meeting. It is also to be noted that Directors do not participate in any decisions
regarding their own remuneration packages.

Barakah Offshore Petroleum Berhad (Barakah)


As for Barakah, they have departed from the practice i.e. it does not
have a formal remuneration policy. The reason behind the departure is because
the remuneration scale for the Group was structured by the Board with the
inputs from human resource consultants and market data. It was also
emphasised that the scale for employees was structured based on the study
conducted by professional human resource consultants.

The Board also, on an annual basis, carry out assessment of the ED,
GPCEO and also the Chief Financial Officer’s performance. The NRC – who
recommend the remuneration packages for the ED for Board approval, will
facilitate the assessment. Not only that, the process is already provided in the
Terms of Reference in the Board Charter.

Stakeholder relations management

A good communication with stakeholders is a part of Corporate


Government practices for the Company to ensure that the valuable information
has passed to them. Besides that, if the Company did not adopt a stakeholder
relations management framework in its policy, stakeholders may shy away
because of lack of confident and less attractiveness in the company. Therefore,
the company must disclose the reports to their stakeholders in a way of
meaningful transparency and timeliness.

Furthermore, a stakeholder can be any individual, group or organization


who can place a claim in the Company’s resources or output. They might gain
or loss in the company as a result of the business operation activities.

With an effective stakeholder relations management is to influence


stakeholders’ attitudes, decisions, and actions for mutual benefits. Therefore,
ongoing engagement and communication with stakeholders builds a trust
relationship and understanding towards the Company. It gives stakeholders an
assurance of the company’s capability and the quality of its management.

In the view of the Company’s perspective, the company would


understand those expectations from stakeholders through their feedback, that
can be used to develop a sound business strategy.

The board has to take some necessary actions to ensure that all the
decision making in the Company has been informed to its stakeholders. So that,
they are aware of the best practices using by the company, to achieve towards
its objective and a set of common goals.

Based on the Corporate Governance Report of Genting Berhad, the


Company has complied with Practice 11.1 to adopt an effective stakeholder
relations management to communicate with its stakeholders in a way of
meaningful disclosure and transparency. 1It shows that Genting Berhad has a
strong communication base system with its stakeholders to create a mutual
respect and understanding of each other’s objective and expectations.

Besides that, Genting Berhad has acknowledged the crucial of timely


and equal dissemination of material information to its stakeholders, investors
and as well as public at large, on its governance, the environment and social
responsibilities. Moreover, they did separate the quarterly financial results to
make an announcement to their fund manager, institutional investors and
investment analysts to ensure that information has clearly reached to them.

Genting Berhad has published its own website at www.genting.com


which provides information such as the latest of annual reports, pass, releases,
quarterly results, announcements and investor relations. And also, other
relevant information or documents relating to corporate practices are made
available in the website. It shows that there a certain high level of transparency
can be found in one of those pillars.

Apart from that, Genting Berhad also engaged in investor forums which
held locally and aboard. They organised the meeting periodically, the main
purpose is to ensure that both analysts and mangers have a better
understanding of the business nature of the company.

Based on the Corporate Governance Report of Barakah Offshore


Petroleum Berhad, the company did comply with practice 11.1 to ensure all the
information that has been disclosed to its stakeholders regularly. 2 The
company has encouraged a direct engagement with all the stakeholders, and
they do aware of the expectations and concerns of the stakeholders.

Bakarah Offshore Petroleum Berhad has done certain steps for


interaction with various stakeholders such as conduct an AGM; briefings to their

1 Practice 11.1 of MCCG has provided that the Board ensures there is effective,
transparent and regular communication with its stakeholders.
2 Practice 11.1 of MCCG has provided that the board ensures there is effective,

transparent and regular communication with its stakeholders.


investment analysts, fund managers; and team building workshops with staff
and clients; and lastly community work. The company has also provided its own
website at www.barakahpetroleum.com.

Based on two companies which are stated above, both of the


Companies do have complied with effective stakeholder relations management
framework in its own company and take into account when making decisions
for the stakeholders’ concern.

However, it shows that Bakarah Offshore Petroleum Berhad had


complied a policy for timely disclosures of material information but not as strong
as Genting Berhad. For example, Genting Berhad would organise the meeting
or forums regularly to communicate with its stakeholders.

Nevertheless, both of the companies did not adopt an integrated


reporting. 3 However, Genting Berhad would review and preparing for the
adoption of the integrated reporting based on globally recognised framework
within 3 to 5 years. But, in the case of Bakarah Offshore Petroleum Berhad,
they have claimed that they would consider to adopt integrated reporting based
on the growth and market expectation of the company in the future.

As a conclusion, Genting Berhad has performed better overall


stakeholder relations management compared to Bakarah Offshore Petroleum
Berhad. Genting Berhad has promoted greater transparency and responsibility
to its stakeholders, especially the quality of management level in the Company.
Therefore, both of company should consistency communication about how a
company’s direction, performance and prospects lead to value creation.

3. Board diversity

According to Board composition in Principle A of MCCG 2017, an


effective board should comprise of a right group of people who possess
appropriate combination of knowledge, experience, skills as well as
independent elements which meet company’s objectives and strategic goals.
Sufficient diversity and independence will be ensured in a right board
composition. This is also can prevent the board from the culture of groupthink

3 Practice 11.2 of MCCG has provided that large companies to adopt integrated
reporting based on a globally recognised framework.
and blind spots when making important decisions for the company. It also
enables the board to respond to the challenges with the equipped knowledge
and skills. The intended outcome 4.0 outlines that the board should possess
diverse perspectives and insights during the decision making process in order
to act at the best interests of company. Diversity on Board is an important
element to sustain performance. This will enable the expansion of perspectives
at the top. Therefore, company is encouraged to appoint the Board members
who are at different ages, and with different kind of expertise, educational
background.

Practice 4.4 explains that the appointment of board and senior


management shall ne according to the necessary criteria such as diversity in
experience, skills, age, gender and cultural background.

Barakah Offshore Petroleum has applied Practice 4.4 where the


company has Nominating and Remuneration Committee has been evaluating
and recommending the Board members and senior management that the
Board thinks fit in terms of skills, experience, age, culture background and
gender. The recruitment and appointment guidelines of Board members has
been established by Nominating and Remuneration Committee as part of its
Terms and Reference. Although there is no formal policy formed, the Board
declares that they appoints the Board members without discrimination on
ethnicity, gender and age. The Nominating and Remuneration Committee will
recommend few potential candidates to the Board, then the Board will made
final decision whether or not to appoint such candidates based on company’s
objectives and requirement.

Genting Berhad has also applied Practice 4.4 where the Board has
recruited and appointed Board members by selecting the right candidates
based on their skill set, working experience, knowledge, etc. The Board has
always been ensuring the dynamic and diversity of the Board by appointing
Board members who possess wide range of knowledge and experience.
According to its website, one of the INED of the Board, Tan Sri Clifford Francis
Herbert was a member of Securities Commission (SC) from 1993 to 1994
where he was an important personnel in establishing SC. Prior to his
appointment as a Board member of Genting, he was also a Board member of
Institute of Strategic and International Studies for 8 years since 1989. In
addition, he was appointed as Secretary General to the Minister of Finance and
alternate Governor to the World Bank. The remaining Board members has also
possessed different positions during their past working experience. Therefore,
it is very obvious that Genting’s Board of Directors has very wide range of
experience in different areas whereby they are suitable candidates to be
appointed as Board member. This is because with the knowledge gained in
their past experience, they will be able to provide reliable and logical strategy
to support the management.

Practice 4.5 outlines that company is encouraged to have at least 30%


women directors on Board. It is believed that company which is having women
directors will be dealing with risks more effective. Women will do better when
addressing the issues of employees, customers, shareholders, and
communities. Based on the research by Catalyst, there is a significant link
between women directors and company reputation (Arguden, 2012). Women
directors do serve a role model not only in family but also in workplace; thus,
improving women employees’ working performance and also increase
company’s reputation and image.

Both Genting Berhad and Barakah Offshore Petroleum did not fully
apply Practice 4.5 where at least 30 %of women directors on Board. Barakah
currently has only one woman director out of the eight directors. Moreover,
Barakah does not have specific policy on gender for appointment of Board
member. Thus, the appointment of Board members was dependent on the
suitability of that candidate without any gender discrimination. Barakah is
aware of the absence of such policy and consider to adopt one in the future in
order to ensure the Board diversity especially in term of gender. Whereas
Genting is also having only 1 female director out of eight. Therefore, both
companies shall appoint more female directors on Board so that diversity in
term of gender is achieved.

Board diversity in term of ages, Barakah is having most of the Board


members who are younger than Genting’s. Most of the Board members of
Barakah are between 30 and 50, whereas Genting is having 87.5% Board
members who are above 55 years old. Therefore, we could see that Board
members of Genting might have more past experience than Barakah. Whereas
the younger Board members of Barakah might bring more creative and
dynamic perspectives based on the need for technology savvy to manage
market disruption.
4. Board Committees

Board committees is composed of board members and authorized to perform


specific functions, programs or projects specified by the board of directors. The
important committees of the Board which include:-

 Nominating committee
The Nominating Committee will assess the boards of their respective
companies and review the skills and characteristics required for board
candidates and to make recommendations on the appointment of the board
of directors and the highest level of executive management below the board
(James, 2018).
 Remuneration committee
The remuneration committee is to ensure that remuneration arrangements
support the strategic objectives of the business, to decide and approve an
appropriate incentive policies to attract, retain and motivate directors and
related matters payable to other directors (hariharan, 2015).
 Audit committee
The Audit Committee focuses on corporate governance, particularly the
company's internal controls and financial accounting systems (James,
2013). One of the role is to supervise the company's financial reporting
process and disclose its financial information to ensure its correctness,
adequacy and credibility of the financial statements (hariharan, 2015).

The comparison between Genting Berhad and Barakah Offshore Petroleum


Berhad in Board Committees as follow:-

 Nominating committee
– According to Practice 4.6 MCCG 20174, Genting did not apply with this
practice while Barakah applied. The explanation given by Genting in the
corporate governance report is because the Board did not use the
independent source which recommend by Nominating Committees to
decide the suitable candidates of directors. But for Barakah, the Board

4Practice 4.6 MCCG 2017: In identifying candidates for appointment of directors, the
board does not solely rely on recommendations from existing board members,
management or major shareholders. The board utilizes independent sources to identify
suitably qualified candidates.
have taken the recommend from the Nominating Committees and third
parties as well which said in the report.
– According to Practice 4.7 MCCG 20175, both companies have applied
with this. For Genting, the Nominating Committees is chaired by Tan Sri
Dr. Lin See Yan (Senior INED of the company). For Barakah, the
Nominating Committees is chaired by En. Sulaiman Bin Ibrahim (Senior
INED of the company).

 Remuneration committee
– According to Practice 6.1 MCCG 20176, Genting is applied with this
practice and has established a formal remuneration policy for executive
directors and senior management, reviewed it regularly and made
available on the company’s website. But for Barakah, this company has
no a formal remuneration policy and the remuneration scale of the
employees of the Group was prepared based on the research
conducted by the Professional Human Resources Consultant in 2014.
– According to Practice 6.2 MCCG 20177, both companies are applied
with this practice. Both companies has established a Remuneration
Committees to implement its policies and procedures for the company.

 Audit committee
– According to Practice 8.1 MCCG 20178, both companies have applied
with this practice. For Genting, the chairman of Audit Committees is Tan
Sri Dr. Lin See Yan which is an INED of the company and not be the
Chairman of the Board. For Barakah, the company has appoint two
different person the chair the Board and Audit Committees.

5 Practice 4.7 MCCG 2017: The Nominating Committee is chaired by an Independent


Director or the Senior Independent Director.
6 Practice 6.1 MCCG 2017: The board has in place policies and procedures to

determine the remuneration of directors and senior management, which takes into
account the demands, complexities and performance of the company as well as skills
and experience required. The policies and procedures are periodically reviewed and
made available on the company’s website.
7 Practice 6.2 MCCG 2017: The board has a Remuneration Committee to implement

its policies and procedures on remuneration including reviewing and recommending


matters relating to the remuneration of board and senior management.
8 Practice 8.1 MCCG 2017: The Chairman of the Audit Committee is not the Chairman

of the board.
– According to Practice 8.2 MCCG 20179, both companies have applied.
For Genting, the company has revised to include cooling-off period (at
least two years) to safeguard the independent of audit report. For
Barakah, the company has adopted policies and procedures an
external auditors which include the cooling-off period to re-appoint the
former key auditor partner.
– According to Practice 8.3 MCCG 201710, both companies have applied.
For Genting, the Audit Committee is satisfied with the suitability and
independence of the external auditor in the quality and capacity of the
services provided. For Barakah, The Audit Committee has adopted the
External Auditor (EA) policies and procedures, including the use of the
checklist provided in the Corporate Governance Guide to assess the
performance and independence of the EA to assess the applicability
and independence of the EA.

5. Participation at General Meeting

Participation of General Meeting is significant for a company to fully


conduct. General meeting’s purpose is for the directors of the company and
senior management to invite and engage company shareholder to promote
understanding with company business activity, corporate governance and
performance. According Principle C, Corporate Reporting and Meaningful
Relationship with company Stakeholders MCCG 2017, a valid meeting must
Properly Conducted in accordance with the Rules governing during the general
meeting. The intend outcome of 12.0 outlines that during a general meeting,
shareholder can exercise their own rights and expressing their personal views
to the board and senior management such as ask questions, provide views and
vote at general meetings.

Practice 12.1, serving of notice of Annual General Meeting shall be at


least 28 days before the date of the meeting. However, in the Companies
Act 2016, it only required at least 21 days before the date of the meeting.

9 Practice 8.2 MCCG 2017: The Audit Committee has a policy that requires a former
key audit partner to observe a cooling-off period of at least two years before being
appointed as a member of the Audit Committee.
10 Practice 8.3 MCCG 2017: The Audit Committee has policies and procedures to

assess the suitability, objectivity and independence of the external auditor.


Genting Berhad has fully applied with Practice 12.1 as serves the notice
of the Annual General Meeting of company shareholders at least 28 days
before the date of meeting for the financial year. However, the Barakah
Offshore Petroleum did not fully apply Practice 12.1. They had followed their
own Constitution. According the Constitution, the notice of AGM shall
be served at least 21 days before the date of meeting for the financial year. In
practice, Barakah had given the notice of Annual General Meeting of company
shareholders by using more than 28 days before the date of the meeting. To
be in line with this requirement of Practice 12.1 MCCG 2017, Barakah
will endeavour to formalize this practice into their relevant corporate
documents and policies.

Besides that, according to practice 12.2, to effectively engage


shareholders, all the company director shall attend the general
meetings. During the general meeting, risk management, audit, nominating and
other committees must provide a meaningful response to answer the
shareholders question.

Genting has applied with Practice 12.2. The Directors’ attendances


during the financial year 2017 are properly conducted. There wasn’t any
director absent from the AGM held in financial year 2017. The details number
of Genting Directors’ attendances are showed the applied with practice 12.2.
Such as Tan Sri Lim Kok Thay, Mr Lim Keong Hui and Datuk Chin Kwai Yoong
was attending the general meeting as 5 five out of five times. Dato’ Dr.
R. Thillainathan, Tun Mohammed Hanif bin Omar, Tan Sri Foong Cheng Yuen
and Tan Sri Dr. Lin See Yan, was four out of four. Besides that, the role of the
Chairman of audit, risk management, nominating and other committees also
successful lead the board effectively. They are encouraging the shareholder
to ask questions with resolution and their contribution and provide a
meaningful response to answer the question.

Barakah has also applied Practice 12.2. All the company director was
fully attended the Annual General Meetings including the Chairman and all
Committees. The role of the Chairman of the audit, nominating, risk
management and other committees also successful lead the board effectively,
and encourage to contribute and provide a meaningful response to answer the
shareholders. Therefore, before shareholder exercise their voting right, the
session for question and answer is successfully allocated for every resolution.
Moreover, under practice 12.3, for the larger number
of shareholders' company, they were allowed to leverage the technology to
facilitate shareholders participate and improve the Proceeding of general
meeting such as voting and remote shareholder participation. Both Genting and
Barakah did not fully apply Practice 12.3 MCCG 2017. For Genting, there are
currently convened its General Meeting in a specified venue which is 26th Floor,
Wisma Genting. Besides that, the resolution of the general meeting was put
forth voted by the company member who present personally. To ensure
the accurate recording the votes and resolutions discussion by shareholders,
Genting applied the Electronic voting system and the meeting is voting by poll.
Genting also states the Practice 12.3 is leverage on technology is a new
concept and their company will spend more time to study the availability of the
hardware and software as well as writing the successful programs to facilities
such mode of voting in the general meeting.

For Barakah, it has convened its general Meeting in a specified venue


which is Petaling Jaya, Selangor, a conveniently accessible location. Besides
that, the company also not use taking the technology skill such as remote
participation by shareholders and voting in absentia during the General
Meeting. The company also applies, the Company Act 2016, Section 332
voting by poll. To ensure all voting by shareholders who present in person or
by proxy are accurately recorded.

Participate of General Meeting in term of Principle


C, Corporate Reporting and Meaningful Relationship with company
Stakeholders MCCG 2017. Barakah is most focused on the properly conducted
with practice 12.2. However, Genting was fully applied the practice 12.1 and
12.2. Therefore Genting might have more participate in general meeting
compare with the Barakah.
Conclusion

As a conclusion, both the companies did not fully comply with all the
practices laid out in MCCG 2017. For example, having at least 30% of the
Board member to be female. However, by comparing the two companies, it can
be seen that Genting has applied more practices compared to Barakah i.e.
Practice 6.1 and 12.1. Having said that, both the companies has tried to comply
with the practices such as Practice 11.1.

The Acts serves as the rules in the corporate world while MCCG serves
as the principle. Unlike the Sarbane Oxley Act in the United States, the MCCG
2017 only serves as a guideline for companies in Corporate Governance and
urges companies to comply with. However, it is vital for companies to do their
best to comply with all of the Practices to promote good governance in
corporate affairs, even though the rules may allow a certain action e.g.
providing ESOS to Independent Directors, which is allowed under Companies
Act 2016, as long as it is not substantial i.e. more than 5%.

The role of company secretary is transitioning from being a supportive


party to becoming one of the key personnel in an organization in order to assist
and ensure the Board and management follow the CG best practices while
executing their duties. Perhaps the Company Secretaries could be more
keened in encouraging the companies in complying with the MCCG, or even
enlighten the Board about the benefits and the rationale behind complying with
the MCCG. The Company Secretary can even work with the Independent
Directors in persuading the Board and the related parties.
References

1. Arguden, Y., 2012, ‘Why Boards Need More Women’, viewed 8th March
2019, <https://hbr.org/2012/06/why-boards-need-more-women>
2. Bennis, W., Goleman, D. & O’Toole, J. 2010, ‘Transparency: How Leaders
Create a Culture of Candor’, Viewed 8 March 2019,
<https://books.google.com.my/books?id=2UpDznq9hFUC&printsec=frontc
over&dq=transparency&hl=en&sa=X&ved=0ahUKEwiBo8umgfngAhVX8X
MBHQF9DswQ6AEIKjAA#v=onepage&q=transparency&f=false>
3. Cornelissen, J., 2011, ‘Corporate Communication: A Guide to Theory and
Practice’, Viewed 8 March 2019,
<https://books.google.com.my/books?id=mSS9z33wFegC&printsec=front
cover&dq=communication+in+corporate&hl=en&sa=X&ved=0ahUKEwjxw
v2OgvrgAhVX6XMBHe1tBJYQ6AEIKjAA#v=onepage&q=communication
%20in%20corporate&f=false>
4. Corporate Governance Guide Pull-Out 1, 2018, ‘Guidance on Board
Leadership and Effectiveness’, viewed 11 March 2019,
<https://www.frc.org.uk/getattachment/61232f60-a338-471b-ba5a-
bfed25219147/2018-Guidance-on-Board-Effectiveness-FINAL.PDF>
5. Financial talking, 2019, ‘Definition of Independent Directors’, viewed 11
March 2019, < https://www.financetalking.com/_popup-financial-
glossary.php?id=532>
6. hariharan, 2015, ‘Board Committees and its importance’, viewed on 10th
March 2019, <https://www.lawctopus.com/academike/board-committees-
importantce/>
7. James, 2013, ‘What is Audit Committee’, viewed on 10th March 2019,
<https://strategiccfo.com/what-is-audit-committee/>
8. James, 2018, ‘Nominating Committee’, viewed on 10th March 2019,
<https://www.investopedia.com/terms/n/nominationcommittee.asp>
9. MalaysiaKini , 2018, ‘On independent directors in listed companies’, viewed
11 March 2019, < https://www.malaysiakini.com/letters/431429>
10. The Economic Times, 2013, ‘Who are independent directors and what role
they play’, viewed 11 March 2019, <
https://economictimes.indiatimes.com/slideshows/corporate-industry/who-
are-independent-directors-and-what-role-they-
play/slideshow/17853907.cms>
Appendices

Appendix 1:
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student: Bernard Ung Kee Sim


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Branden Lim
Vun Khee 100% 50% 0% .......... %

2. Lim Min Min 100% 50% 0% .......... %

3. Teo Khoon Teng 100% 50% 0% .......... %

4. Tio Pei Ting 100% 50% 0% .......... %

5. Yapp Chun
Yung 100% 50% 0% .......... %
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student: Branden Lim Vun Khee


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Bernard Ung
Kee Sim 100% 50% 0% .......... %

2. Lim Min Min 100% 50% 0% .......... %

3. Teo Khoon Teng 100% 50% 0% .......... %

4. Tio Pei Ting 100% 50% 0% .......... %

5. Yapp Chun
Yung 100% 50% 0% .......... %
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student: Lim Min Min


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Bernard Ung
Kee Sim 100% 50% 0% .......... %

2. Branden Lim
Vun Khee 100% 50% 0% .......... %

3. Teo Khoon Teng 100% 50% 0% .......... %

4. Tio Pei Ting 100% 50% 0% .......... %

5. Yapp Chun
Yung 100% 50% 0% .......... %
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student: Teo Khoon Teng


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Bernard Ung
Kee Sim 100% 50% 0% .......... %

2. Branden Lim
Vun Khee 100% 50% 0% .......... %

3. Lim Min Min 100% 50% 0% .......... %

4. Tio Pei Ting 100% 50% 0% .......... %

5. Yapp Chun
Yung 100% 50% 0% .......... %
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student Tio Pei Ting


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Bernard Ung
Kee Sim 100% 50% 0% .......... %

Branden Lim
2.
Vun Khee 100% 50% 0% .......... %

3. Lim Min Min 100% 50% 0% .......... %

4. Teo Khoon Teng 100% 50% 0% .......... %

5. Yapp Chun
Yung 100% 50% 0% .......... %
PEER EVALUATION FORM
The basis of evaluation is your group member’s commitment to completing the
coursework and to their regard for other members of the group. It should be
based on the contribution given by each member and his/her involvement in the
coursework. This evaluation form must be submitted otherwise zero appraisals
will be recorded against the name of the member concerned.

Group members may be appraised on the following basis:


100% Group member attended all group meetings or if unable to attend, contacted the group
in advance and came to an alternative arrangement that the majority of group members
were happy with
Group member contributed to group discussions
Group member always offered to help or volunteered for tasks
Group member completed assigned tasks on time

50% Group member missed group meetings without making alternative arrangements with
other group members
Group member only partly completed assigned tasks or poorly completed the tasks
Group member did not contribute to the group effort or volunteer for tasks

0% Group member attended no meetings and made no contributions to the assignment

Name of student: Yapp Chun Yung


Programme: 3RCA
Tutorial group: 4
Place the name of each member in your group in the space provided
below. Appraise each of the members in your group by circling ONLY
ONE of the totals shown below or by filling in the appropriate
percentage in the last column.

GROUP MEMBER ASSESSMENT Other %

1. Bernard Ung
Kee Sim 100% 50% 0% .......... %

2. Branden Lim
Vun Khee 100% 50% 0% .......... %

3. Lim Min Min 100% 50% 0% .......... %

4. Teo Khoon Teng 100% 50% 0% .......... %

5. Tio Pei Ting 100% 50% 0% .......... %