This paper discusses the development of corporate administration ordinance in Malaysia, with peculiar attending being paid to the period before and after the Asiatic Financial Crisis of 1997-98. It attempts to demo that while regulative inadvertence of corporate administration was introduced shortly after the state ‘s independency, the gait of regulative reforms, such as on coup d’etat and amalgamations, board composing and maps, and other revelation describing accelerated from the center of the 1980s to mid 1990s. It was, nevertheless, the Asiatic Financial Crisis that prompted more resolute reforms. The paper concludes by pulling several observations from the treatment, and opined that the corporate administration regulative reforms that were introduced instantly before and after the Asiatic Financial Crisis have contributed to the resiliency of the Malayan corporate sector.
In 1997, Thailand experienced a fiscal crisis, which quickly spread to its adjacent states, including Malaysia. Abrupt and immense escapes of capital financess and subsequent cardinal bank intercessions badly disrupted the fiscal system and drained the authoritiess ‘ foreign militias. While Bankss were among the first to experience the crunch, within months the crisis worsened from fiscal to economic in nature. As a consequence, a big figure of concern corporations in these Southeast Asiatic states experienced terrible troubles. Business activities and gross aggregation dwindled and debt jobs became rampant. Large Numberss of workers were displaced. Weak corporate administration has been cited as a important contributing factor taking to the crisis ( Kim 1998, Mitton 2002 ) . The attending accorded to corporate administration issues sometimes gives the feeling that corporate administration jobs are curious to this portion of the universe.
However, this can non be further from the truth. Arguments and actions on corporate administration have been taking topographic point in the developed economic systems good before 1997. In the U.K. , for illustration, concerns about criterions of fiscal coverage and answerability were heightened by high profile fiscal prostrations of BCCI and Maxwell Corporation. The Cadbury Committee was accordingly set up in 1991. Subsequent steps included the constitution of the Greenbury Committee in 1995, to turn to contentions over inordinate managers ‘ wages among freshly privatized public-service corporations ( Ow-yong & A ; Cheah 2000 ) . In the U.S. , the prostration of Enron in 2001 and Worldcom in 2002 brough to light serious and widespread fiscal abnormalities in the universe ‘s first economic system. the dirts caused Arthur Anderson, one of the universe ‘s large five accounting houses to weave up. We therefore observe that corporate administration issues are cosmopolitan and planetary in nature. Consequent to fiscal and corporate dirts and corporate administration oversights, the ways corporations are governed have now come under even greater examination. Wide runing enterprises affecting about all facets of the corporation have since taken topographic point in most states. This paper attempts to analyze the development of corporate administration in Malaysia, by comparing the reforms undertaken by the authorities before and after the Asiatic Financial Crisis of 1997-98.
II. MALAYSIAN CORPORATE GOVERNANCE REFORMS BEFORE THE ASIAN FINANCIAL CRISIS
Bing a British settlement for over 100 old ages, a big figure of Malayan establishments are in fact based on British traditions and patterns. As a consequence of British bequest, Malaysia patterns a common jurisprudence system of authorities, together with a corporate jurisprudence government that is mostly based on other Commonwealth legal powers. For illustration, the Malayan Companies Act 1965, which is the chief statute law regulating company jurisprudence in the state, was developed based mostly on Australia ordinances ( Ow-yong & A ; Cheah 1999 ) .
Over the old ages, nevertheless, greater fluctuations have been incorporated and more establishments associating to corporate administration created ; both to take into history local patterns and fortunes, and to suit demands of the quickly turning economic system.
After the separation of Singapore from Malaysia in 1965 and the split in their currency para in 1973, the Kuala Lumpur Stock Exchange was created in 1973. In 1983, the Securities Industry Act 1983 was enacted to do commissariats with regard to stock exchanges and individuals covering in securities, and for certain offenses associating to trading in securities. In 1987, the Panel on Takeovers and Mergers introduced the Malayan Code on Takeovers and Mergers 1987, and later issued assorted pattern notes to modulate corporate activities on coup d’etats and amalgamations ( Song 2007 ) . In 1993, a organic structure corporate known as ‘Securities Commission ‘ was incorporated via the Securities Commission Act 1993. Vested with fact-finding and enforcement powers, the Securities Commission was established to protect the investor, besides its regulative map and the no-less-important mission of advancing the development of the securities and hereafters markets in Malaysia ( Securities Commission 2008 ) .
Attention and actions have besides been given to issues of independent managers and audit commissions. Equally early as 10 old ages before the Asiatic Financial Crisis started, Malaysian stock exchange listing regulations already required that independent managers be emplaced on boards of public listed companies. On the other manus, the history of audit commission in Malaysia began when the cardinal bank ( Bank Negara Malaysia ) prescribed, in 1985 the constitution of the audit commission for fiscal establishments. In 1991, the Malaysian Institute of Accountants and the Malaysian Association of Certified Public Accountants and the Institute of Internal Auditors submitted a memoranda to the Malayan authorities urging that the audit commission be made compulsory for companies seeking listing on the stock exchange. Subsequently the demand of the constitution of Audit Committee was incorporated ( in 1993 ) into the listing regulations of the stock exchange. All listed companies were required to put up an audit commission consisting a bulk of managers independent of direction ( Muhamad Sori & A ; Karbhari 2006 ) .
Attempts besides began in 1995 to switch the footing of market ordinance The Securities Commission, which inherited the merit-based ordinance government when it was established in 1993, decided to travel off from it. In 1995, it began to set about attempts to switch the burden of measuring the virtue of securities to the market and the investor by following a five-year phased move toward a disclosure-based government. The disclosure-based system required higher degree every bit good as more uninterrupted flow of timely and accurate revelation of relevant information to enable investors to do informed and sound investing determinations ( Securities Commission 1999 ) . The move involved the amendments to a figure of related statute laws, including the Securities Commission Act 1993, the Securities Industry Act 1983, the Securities Industry ( Central Depositories ) Act 1991, every bit good as the debut of several new regulative codifications and guidelines ( e.g. Policies and Guidelines on Issue/Offer of Securities, Guidelines on Due Diligence Practices 1996 ) . At the same clip, it besides required correspondingly higher criterions and more active function on the portion of company managers. In the undermentioned twelvemonth ( 1996 ) , the Code of Ethics for Directors was introduced. This codification adopted the rules of transparence, unity, answerability and corporate societal duties, and covered three chief countries: corporate administration ; relationship with stockholders, employees, creditors and clients ; and societal duties and the environment ( Lai 2007 ) .
The Securities Industry Development Centre, set up by the Securities Commission in 1994, complemented other attempts of advancing corporate administration by forming preparation, instruction and research. Besides regular workshops and seminars, its monthly publication, the Investor Digest, educates investors on stockholders ‘ rights, resort for investors, and watchful investors of possible booby traps and cozenages.
Due to international developments on corporate administration and some domestic corporate dirts ( for illustration the government-owned Perwaja steel factory ) in the mid-1990s, a figure of new enterprises were undertaken, good before the happening of the 1997 Asiatic Financial Crisis, to farther reform corporate administration in Malaysia ( Ow-yong & A ; Cheah 2000 ) . Attempts to revamp the Code on Takeovers and Mergers began in 1996 as a move towards making more ‘corporate administration witting ‘ boards of managers ( Ow-yong & A ; Cheah 1999 ) . Just months prior to the eruption of the 1997 crisis, the Financial Reporting Act was legislated in Parliament to present a new fiscal coverage model, with the constitution of the Financial Reporting Foundation, and the Malayan Accounting Standards Board.
III. MALAYSIAN CORPORATE GOVERNANCE REFORMS AFTER THE ASIAN FINANCIAL CRISIS
By far the most important individual event in commiting corporate administration reforms in Malaysia is the constitution of the High Level Finance Committee on Corporate Governance. It was established as portion of a series of steps announced by the so Minister of Finance on 24 March 1998 to hike and stabilise the Malayan economic system ( Finance Committee Report 1999 ) . The Committee sat down rapidly to transport out its undertakings, and released the Finance Committee Report in the early portion of the undermentioned twelvemonth. After a reappraisal of the corporate administration state of affairs of the state, the study made a comprehensive and far-reaching bundle of proposals, which may be sum up into the undermentioned three countries:
Reform of jurisprudence, ordinances and regulations ;
Development of a set of rules and best patterns for good administration ; and
Promotion of administration instruction and preparation and constitution of related establishments.
While the proposals may be reactive ( after the happening of the fiscal crisis which has hit the state badly ) , they were however seasonably. More significantly, the authorities gave solid backup and provided powerful support to guarantee that the execution of most of the proposals were non earnestly impeded.
Between 1997 and 2000, a figure of legislative and non-legislative alterations were introduced. For illustration, the Securities Industry Act 1983 was amended in April 1998 to heighten the Securities Commission ‘s powers ( including over managers and CEOs ) , and to establish civil redresss against wrongdoers for insider trading. The Companies Act 1965 was besides amended to control the maltreatments of ‘asset scuffling ‘ whereby a company could get the portions or assets of another company in which a stockholder or manager has a significant shareholding. List Requirements, administered by the Kuala Lumpur Stock Exchange were amended several times within the first three old ages after the happening of the Asiatic Financial Crisis in mid 1997. Among others, the alterations were designed to further protect minority stockholders and to necessitate more timely revelation in the signifier of quarterly coverage of fiscal information. More significantly, a revised codification, the Malayan Code on Takeovers and Mergers 1998 came into force on January 1, 1999. This new codification addressed lacks found in the 1987 codification, and sought to protect minority involvements and to guarantee higher criterions of revelation and corporate administration.
Under the protections of the High Level Finance Committee, an industry-led working group came up with the Malayan Code of Corporate Governance ( MCCG ) , which was launched in March 2000. The MCCG set out 13 rules of behavior and 33 best administration patterns. In the undermentioned twelvemonth, the Listing Requirements of the Kuala Lumpur Stock Exchange were comprehensively revamped. Among the major alterations, all public listed companies are mandated to unwrap their conformity with the MCCG in their one-year studies.
A broader base for effectual corporate administration involves attempts to upgrade corporate administration instruction and preparation. These include efforts at heightening public and investor consciousness of corporate administration in general, and upgrading the cognition and competence of company managers in peculiar. A major scheme is the debut of compulsory preparation for company managers by the Kuala Lumpur Stock Exchange. The Securities Industry Development Centre mentioned earlier besides stepped up its activities at advancing instruction and preparation of corporate administration. Another major recommendation of the Finance Committee Report is the puting up of the Minority Shareholder Watchdog Group ( MSWG ) . The raison d’etre for the MSWG was to promote independent and proactive stockholder engagement and activism. MSWG was officially incorporated in August 2000, funded for the first three old ages by five big government-linked investing bureaus ( Cheah 2005 ) .
In the same month ( March 1998 ) as the constitution of the High Level Finance Committee on Corporate Governance, the Malaysian Institute of Corporate Governance was incorporated with a grant of RM250,000 from the Securities Commission. Its aims are to enable its members to turn to corporate administration issues in the public sphere, and its president was instantly included in the High Level Finance Committee.
IV. CONCLUDING Remark
From the above treatments, several observations may be made.
It can be seen that the nature and range of corporate administration ordinance in Malaysia evolved attendant with the rapid development of the corporate sector and economic enlargement of the economic system. With the transition of the Companies Act 1965 and the constitution of the Kuala Lumpur Stock Exchange in 1973, some construction of legislative every bit good as non-legislative ordinances has been put in topographic point to streamline the administration of corporations and to protect the involvements of investors in the initial old ages of the state ‘s independency. Attempts to foster beef up the administration facets of Malayan corporate life gathered impulse in the 1980s and 1990s as the Malayan economic system entered into a high-velocity stage of economic development. Increasing corporate activities and meshing portion ownership which is common among Asiatic concerns, led to the codification, in 1987, of cheques and balances on coup d’etat and amalgamations. The composing, maps and operations of the board of managers became progressively regulated when the stock exchange ‘s listing demands imposed regulations on independent managers and the audit commission.
International concerns on corporate administration breaches and the attendant administration reforms in states such as the United Kingdom in the decennary predating the mid 1990s necessarily brought about greater urgency to reform Malaysia ‘s corporate administration, which has besides been affected by several high profile domestic corporate dirts. We can therefore conclude that corporate administration reforms in Malaysia commenced long before the Asiatic Financial Crisis of 1997-98. Furthermore, the gait of reforms gathered even greater impulse in the mid 1990s, non least because of developments overseas ( such as the constitution of the 1991 Cadbury Committee and the 1995 Greenbury Committee in the United Kingdom ) and domestic exigencies originating from some corporate failures.
It can besides be seen from our treatment in this paper that the oncoming of the Asiatic Financial Crisis beginning in July 1997 so led to even greater urgency and more resolute alterations being undertaken to reform Malayan corporate administration. The formation of the High Level Finance Committee and puting up of the Malaysian Institute of Corporate Governance in March 1998 are landmarks which led to the debut of a great figure of subsequent reforms. Besides legislative and non-legislative regulative alterations, the execution of the Malayan Code of Corporate Governance, which were incorporated into the stock exchange ‘s listing demands, may be considered the most far-reaching in footings of impact on administration patterns of public listed companies in the state. Education, preparation and the creative activity of Minority Shareholder Watchdog Group and Malaysian Institute of Corporate Governance have helped to advance greater consciousness among company managers and the investor populace ; and heighten the criterion of pattern among listed corporations. It must be admitted, hence, that the happening of the Asiatic Financial Crisis has triggered more urgency, and prompted more conjunct and comprehensive reforms.
One outstanding feature of Malaysia ‘s corporate administration enterprises and reforms is that they are mostly public sector-led ( Cheah 2005 ) . In fact the station 1997-98 moving ridge of corporate administration enterprises began with the formation of the High Level Finance Committee, which constituted portion of a series of steps announced by the Minister of Finance on 24 March 1998 to hike and stabilise the hard-pressed Malayan economic system. The preparation of the Malayan Code on Corporate Governance, the revamp of KLSE Listing Requirements and the other steps were all direct authorities enterprises. The authorities is hence seen to play a unequivocal, direct and polar function in corporate administration reforms in Malaysia.
This, nevertheless, is non surprising. As a affair of fact, the populace sector has played a outstanding function in most East Asiatic states, step ining extensively in most domains of economic activities ( World Bank 1993 ) . Theoretically, corporate administration reform is a public good. In the absence of authorities intercession, it may good be under-provided through market forces.
The Malayan economic system was adversely impacted in 2008-09 as a consequence of the Global Economic Crisis. Having emerged from the Asiatic Financial Crisis a decennary ago, nevertheless, the economic construction and the fiscal and corporate sectors have, to some extent, cleansed themselves of some of the surpluss. It may non be excessively to state that the corporate sector has been well strengthened, and therefore was in a better place to absorb the external economic dazes. In this sense, recognition could possibly be given to the series of resolute reforms, particularly those undertaken after the 1997-98 crisis, for their part in reenforcing the corporate sector, rendering it more prepared for, and more resilient in the face of the annihilating effects of the 2007-09 Global Economic Crisis.