Advising directors on corporate governance.
Directors carry personal responsibility for the way a company is run. We advise boards on their statutory duties, the decisions that must be minuted, and the disclosures that must be made, so that governance is not something reconstructed after the fact.
Our advice is grounded in day-to-day practice across more than 300 clients, from owner-managed Sdn Bhd companies to GLCs. We translate the requirements of the Companies Act into decisions a board can actually act on.
Good governance is not paperwork after the fact. It is the record of decisions made properly, at the time they were made.
The duties directors actually carry
Under the Companies Act 2016 a director's responsibilities are personal and cannot be delegated away. They cover the exercise of reasonable care and skill, the avoidance of conflicts of interest, and the obligation to act in the best interests of the company rather than of any one shareholder.
We brief boards on what those duties mean in the decisions in front of them: related-party transactions, dividend declarations, changes in capital structure, and the appointment or removal of officers.
Getting the record right
Governance is judged afterwards on the record. We make sure the matters that must be resolved by the board are put to the board, that the resolution reflects what was decided, and that the supporting papers are retained with the minutes.
Where a decision requires shareholder approval rather than board approval, we identify that in advance and convene the appropriate meeting, rather than discovering the defect at audit.