Hardeep Shah has recently been appointed as the new Company Secretary of Teroja Finance Berhad, a company that provides financial advisory services, which has its shares listed on the Bursa Malaysia. Hardeep has had initial meetings with Amy Harris, Chair of the Board of Teroja, to understand what their expectations are.

One of the points raised with Hardeep by Amy is that she thinks that one of the non-executive directors of the company, Rahman Mohammad, who has been a director for just over a year, is not taking the role seriously. Rahman is a qualified accountant and a member of the audit committee but missed both a Board meeting and one of the recent committee meetings at short notice without a good reason and at the last Board meeting he did not seem to have read the Board papers in advance and did not contribute during the meeting. Amy pointed out that Rahman had a lot of other commitments, including as a director of four other companies. The annual Board evaluation is due to be conducted shortly and Amy said she is worried about whether the problems with Rahmans performance will have to be disclosed in the annual report. Amy has asked Hardeep to talk to Rahman to raise these concerns.

Another point raised by Amy was that the last Company Secretary did not communicate with the non-executive directors well enough, and that this had resulted in the non-executives contacting the executive directors directly for information. Lutfee also said that he was not happy with how the last Company Secretary dealt with the Board agendas and Board papers. The Board agendas were set at the last minute and there was not proper schedule of items across the calendar year. The Board papers often did not arrive until a few days before the meeting and the papers prepared by the executive team were in a mixture of different formats and were too long.

REQUIRED:

(a) Taking into account the practices in the Malaysian Code of Corporate Governance 2021, Bursa Malaysia Listing Requirements (BMLR) and directors statutory duties, discuss the role and responsibilities of Rahman Mohammad as a non-executive director of a listed company and the issues that Hardeep should raise with Rahman in light of the concerns that have been raised about Rahmans performance, including whether these will need to be disclosed in the annual report.

(b) Discuss Hardeeps role as Company Secretary in Board communication and how he can improve the quality of the Board agendas and Board papers.