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COURSEWORK III
Note: This form must be submitted together with the assessment grid/grading criteria used for the
coursework.
PLAGIARISM STATEMENT
COURSEWORK III
Plagiarism Statement
We confirm that the submitted work are all our own work and are in our
own words.
Programme: 3RCA
Tutorial Group: 4
Weightage
(%) Maximum Marks
awarded
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
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).
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.
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.
2. Transparency
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.
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.
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.
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.
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.
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,
3. Board diversity
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.
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.
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.
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).
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.
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
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.
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
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.
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%.
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.
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
1. Branden Lim
Vun Khee 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.
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
1. Bernard Ung
Kee Sim 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.
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
1. Bernard Ung
Kee Sim 100% 50% 0% .......... %
2. Branden Lim
Vun Khee 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.
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
1. Bernard Ung
Kee Sim 100% 50% 0% .......... %
2. Branden Lim
Vun Khee 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.
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
1. Bernard Ung
Kee Sim 100% 50% 0% .......... %
Branden Lim
2.
Vun Khee 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.
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
1. Bernard Ung
Kee Sim 100% 50% 0% .......... %
2. Branden Lim
Vun Khee 100% 50% 0% .......... %