Corporate governance

a. The board of directors (Board) of a public listed company has recently entered into a transaction with another company resulting in a significant change in its business direction and policy. The Board is aware that the company needs to comply with the requirement under Chapter 10 of the Bursa Malaysia Listing Requirement. However, the Board is unsure about what to do. Advise the Board.

b. Maniam is a newly appointed compliance officer of a public listed company. He has sought your advice on the following compliance issues: (i) Explain how should the minority shareholders be treated? (5 marks) (ii) Boardroom independence. (5 marks)

c. Johari was the managing director of a listed issuer and is being proposed by the Board as an independent director of the listed issuer, despite his relation to one of the major shareholders of the listed issuer. Advise the board in regard to Joharis eligibility as an independent director.

d. James is a director of a listed issuer A and managing director of a private company B. Later, he enters into an acquisition of interest with B. Advise James on the need of disclosure of interests, and what he is required to do.