FIRM NEWS
Shearn Delamore & Co nominated in ALB SE Asia Law Awards 2016
Asian Legal Business is hosting the presentation of 36 awards before Southeast Asia's legal circle. These prestigious awards will pay tribute to the outstanding performance of private practitioners and in-house teams that have significantly contributed to the evolving legal landscape of the region.
We are pleased to announce that Shearn Delamore & Co has been nominated in the following categories of the ALB SE Asia Law Awards 2016:
Firm Categories
- Commercial Litigation Law Firm of the Year
- Construction and Real Estate Law Firm of the Year
- Energy and Resources Law Firm of the Year
- Intellectual Property Law Firm of the Year
- Managing Partner of the Year — Mr Robert Lazar
- Maritime Law Firm of the Year
- Tax and Trusts Law Firm of the Year.
Deal Categories
- M&A Deal of the Year (Midsize) — Acquisition of Medica Asia
- M&A Deal of the Year (Premium) — NV Bekaert - OTPP's Joint Venture.
The most prestigious event in SE Asia's legal calendar will pay tribute to the region's finest legal minds at a black-tie gala dinner and awarding ceremony at The Fullerton Hotel Singapore on Friday, 20 May.
CORPORATE & COMMERCIAL
Proposed draft of the Malaysian Code on Corporate Governance 2016
The Securities Commission Malaysia ("SCM"), in its press release on 18 April 2016, said that it recognises the need for regular enhancement to corporate governance practices. The SCM has released the proposed draft of the Malaysian Code on Corporate Governance 2016 ("MCCG 2016") for public consultation. The MCCG 2016 adopts a different approach from previous versions. The new approach aims to encourage progression, and emphasises on conduct and outcomes from corporate governance practices.
The first Malaysian Code on Corporate Governance was introduced in the year 2000, and revised twice in 2007 and 2012 to ensure that its principles and recommendations were aligned with business practices and market development.
The MCCG 2016 streams corporate governance practices into two categories — Core and Core+. Companies are expected to disclose their adherence to the Core practices on an "apply or explain an alternative" basis (as opposed to the current "comply or explain" basis since 2000), which encourages greater thought process in undertaking the practices, and in making disclosures. While Core+ practices are voluntary, companies are strongly encouraged to adopt them and disclose in the annual report how these practices are being undertaken or implemented.
The MCCG 2016 is arranged in the following manner:
- Principles
- Practices
- Intended Outcome
The Principles of the MCCG 2016 encapsulate the fundamentals underpinning good governance practice that companies should apply when implementing the Practices which are actions, procedures, or processes companies are expected to adopt in order to support long term success of the company, market confidence and business integrity. There are four Principles in the MCCG 2016:
- Supporting board leadership and effectiveness;
- Safeguarding the integrity of financial and corporate reporting;
- Managing risks to preserve and create value; and
- Strengthening relationship with shareholders.
Each Practice is followed by an Intended Outcome which provides the intention, rationale and objective of each Practice.
The SCM has asked for comments and feedback on the MCCG 2016 to be submitted before 8 June 2016. The MCCG 2016 can be found here:
http://www.sc.com.my/wp-content/uploads/eng/html/consultation/160418_PublicConsultation_2.pdf
Date: 18 April 2016
Source: Securities Commission Malaysia
Issuing Authority: Securities Commission Malaysia
Proposed Regulatory Framework on Corporate Governance for licensed persons and financial holdings companies
On 11 March 2016, the Central Bank of Malaysia ("BNM") issued the Concept Paper on Corporate Governance which outlines BNM’s proposals for enhancements to the corporate governance framework for licensed persons (licensed banks, licensed investment banks, licensed Islamic banks, licensed insurers, licensed takaful operators) and financial holdings companies (a person who holds an aggregate of more than 50% of interest in shares of a licensed person or a person who has control over a licensed person).
Key enhancements to the corporate governance framework include the following:
- strengthened board composition rules;
- heightened expectations on the board and senior management to foster a corporate culture that promotes ethical, prudent and professional behaviour;
- expanded requirements on compensation structures to ensure that employees’ incentives are aligned with prudent risk-taking; and
- clarified expectations in respect of group-wide governance, particularly on the apex entity to provide effective oversight over risks arising from the group's activities, across all jurisdictions where the group has operations.
A new policy document on corporate governance is expected to be issued by BNM and such policy document, once issued, will supersede the following guidelines and circulars:
- Guidelines on Corporate Governance for Licensed Institutions issued on 19 June 2013;
- Minimum Standards for Prudential Management of Insurers (Consolidated) issued on 24 December 2010;
- Prudential Framework of Corporate Governance for Insurers issued on 19 June 2013;
- Guidelines on Corporate Governance for Licensed Islamic Banks issued on 19 June 2013;
- Guidelines on Directorship for Takaful Operators issued on 8 June 2011;
- Guidelines for Audit Committees and Internal Audit Department (Part A) issued on 4 July 2007;
- Code of Ethics: Guidelines on Code of ethics and conduct for Directors, Officers and Officers in the Banking Industry (Part I only) issued on 31 October 1988.
BNM has invited written feedback on the proposed regulatory requirements, including suggestions on areas to be clarified and alternative proposals that BNM should consider. The written feedback should be supported with clear rationale, accompanying evidence or illustrations, as appropriate to facilitate effective review of the Concept Paper. Responses must be submitted to BNM by 13 May 2016.
The aforementioned Concept Paper on Corporate Governance is available at the following website:
http://www.bnm.gov.my/guidelines/01_banking/04_prudential_stds/Concept%20Paper_CorporateGovernance.pdf.
Date: 11 March 2016
Source: Central Bank of Malaysia
Issuing Authority: Central Bank of Malaysia
Companies Bill 2015
The Companies Bill 2015 (the "Bill") was passed by Dewan Rakyat (Malay for House of Representatives — the lower house of the Parliament of Malaysia) on 4 April 2016. The Bill will be submitted to the Dewan Negara (Malay for Senate — the upper house of the Parliament of Malaysia) for final approval before it is sent to the King for Royal Assent. The Bill will seek to replace the current Companies Act 1965. The Bill can be accessed here.
For further information regarding corporate and commercial law matters, please contact
Datin Grace C G Yeoh
gcyeoh@shearndelamore.com
Lorraine Cheah
l_cheah@shearndelamore.com
COMPETITION LAW & ANTITRUST
Malaysian Aviation Commission Act 2015
The Malaysian Aviation Commission Act 2015, which came into effect on 1 March 2016, seeks to establish an independent Malaysian Aviation Commission ("the Commission") whose objectives include, among others, regulating economic matters relating to the civil aviation industry. The Commission will be the new governing body in respect of competition matters relating to the aviation industry, which is presently governed by the Malaysian Competition Commission.
For further information regarding competition law and antitrust matters, please contact
Dato' Johari Razak
jorazak@shearndelamore.com
K Shanti Mogan
shanti@shearndelamore.com
DISPUTE RESOLUTION
Public Bank Bhd v Tetuan Kumar Jaspal Quah & Aishah [2016] 3 CLJ 548
The Court of Appeal in determining a case on forgery of cheques held that the purpose of section 73A of the Bills of Exchange Act 1949 was to limit the rigours of the strict liability imposed on banks and to widen the duty of care borne by its customers to not only take care in drawing cheques but also in the governance of the customers’ account and conduct so as to avoid facilitating the forgery of signatures.
For further information regarding dispute resolution matters, please contact
Datin Jeyanthini Kanneperan
jeyanthini@sheardelamore.com
Robert Lazar
rlazar@shearndelamore.com
TAX & REVENUE
GOODS AND SERVICES TAX (GST)
- Designated Area (revised as at 11 April 2016)
- Employee Benefit (revised as at 6 April 2016)
- Entertainment Industry (revised as at 18 April 2016)
- Fund Management (revised as at 11 April 2016)
- Land and Property Development (revised as at 18 April 2016)
- Travel Industry (revised as at 14 April 2016).
The General Guide revised as at 23 December 2015 has been withdrawn and replaced with the General Guide as at 27 April 2016.
The revised versions of the following Industry and Specific Guides have recently been published on the Royal Malaysian Customs Department’s GST website:
- Designated Area (revised as at 11 April 2016)
- Employee Benefit (revised as at 6 April 2016)
- Entertainment Industry (revised as at 18 April 2016)
- Fund Management (revised as at 11 April 2016)
- Land and Property Development (revised as at 18 April 2016)
- Travel Industry (revised as at 14 April 2016)
For further information regarding tax and revenue law matters, please contact
Goh Ka Im
kgoh@shearndelamore.com
Anand Raj
anand@shearndelamore.com
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