17 March 2017
VOICE OF MSWG
A FRESH DAWN IN ASIA-PACIFIC REGULATION
The Malaysian capital market received a huge boost this week when the International Organisation of Securities Commissions (IOSCO), a grouping of global securities regulators that oversee markets worth over $140 trillion, launched its first-ever presence outside of its headquarters in Madrid, Spain, when it opened its Asia-Pacific hub in Kuala Lumpur, Malaysia. The hub, located at the Securities Commission Malaysia signals the growing importance of Asia-Pacific in the global economy and the role Malaysia will play in helping to develop the region’s emerging capital markets and regulatory capabilities.
ASEAN CG SCORECARD IS FURTHER IMPROVED
The recent meeting of the Asean Capital Markets Forum (ACMF) saw fresh revisions to the Asean Corporate Governance Scorecard to better reflect increased investor expectations and fresh developments in business and corporate governance practices.
Changes include additional weightage for certain assessment questions, particularly those on the Role of Stakeholders, and an overall streamlining to place greater emphasis on practising corporate governance.
Another key change includes the introduction of an independent validation in addition to the existing peer-review process.
We are optimistic that these enhancements will further strengthen the quality of assessment and expand the insights into the CG practices of companies across participating countries commencing from its introduction in the second half of this year.
We hope companies will take cognisant of the recommended CG disclosures and practices in the scorecard.
KEY ISSUES RAISED ON L&G/MAYLAND ASSET INJECTION AT MSWG's INVESTOR EDUCATION PROGRAMME
We recently conducted a forum for shareholders of Land & General (L&G) as part of our Investor Education Programme, where various key issues were raised and discussed pertaining to L&G’s proposal to acquire five property firms from its major shareholder, Malaysia Land Properties Sdn Bhd (Mayland), for RM344 million cash.
Issues of valuation, financing methodology and recoverability were among the points raised and discussed.
The success of this forum has spurred us to conduct more such events in the future on issues that affect the interest of minority shareholders. We hope more shareholders and investors will participate in our future forums.
Despite the concerns raised by shareholders at our forum and the EGM of L&G, the resolutions were carried with almost 30% voted against as shown below:
|
Resolution |
Voted in favour |
Voted Against |
Result |
||
|
No. of Shares |
% |
No. of Shares |
% |
||
|
Ordinary Resolution 1 Proposed Acquisitions and Option
|
157,156,241 |
71.4899 |
62,673,700 |
28.5101 |
Carried |
|
Ordinary Resolution 2 Proposed Rights Issue |
155,735,641 |
70.8437 |
64,094,300 |
29.1563 |
Carried |
|
Ordinary Resolution 3 Proposed Exemption |
155,810,641 |
70.8778 |
64,019,300 |
29.1222 |
Carried |
DIRECTORS’ FEES AND REMUNERATION
Section 230 (1) of the Companies Act 2016 which came into force on 31 January 2017 requires “fees” and “benefits” payable to directors of a listed company to be approved by shareholders at a general meeting.
In line with this requirement, we hope companies will now table not only the directors’ fees but also benefits payable to their non-executive directors. Companies should also take note of the requirement to seek shareholders’ approval for fees and benefits payable to the non-executive directors at the subsidiary companies as defined under Section 4 of the Companies Act 2016.
INVESTORS PROGRAMME ON “A NEW ERA OF AUDITOR REPORTING: INSIGHTS FOR INVESTORS”
We are pleased to announce that the investors programme on “A New Era of Auditor Reporting: Insights For Investors” jointly organised by MIA and MSWG and supported by Bursa Malaysia, which was earlier cancelled will now be held on Friday, 31 March 2017 from 10 am to 12 pm at the Conference Room, Ground Floor, Bursa Malaysia. Please click here for full information on the programme.
We strongly encourage investors, especially retail investors to attend this event to gain an insight of the new audit reporting standards.
For registration, please contact Mr. Vinodth Ram via telephone 03-2070 9090 or email at [email protected].
THE MSWG TEAM
MSWG’S WATCHLIST
Upcoming AGM/EGM:
|
Date & Time |
Company |
Venue |
|
21.03.17 (Tue) 11.00am |
LPI Capital Berhad (AGM) |
Shangri-La Hotel, Jalan Sultan Ismail, KL |
|
23.03.17 (Thur) 10.00am |
Sapura Kencana Petroleum Berhad (EGM) |
Sapura@Mines, No. 7, Jalan Tasik, The Mines Resort City |
Note: * The questions to be raised at the LPI’s AGM can be accessed in our website http://www.mswg.org.my/ .
LOCAL NEWS AND DEVELOPMENTS
SC anticipates raising RM105b from capital market this year
http://www.nst.com.my/news/2017/03/219019/sc-anticipates-raising-rm105b-capital-market-year
How auditors get a good night’s sleep
http://www.thestar.com.my/business/business-news/2017/03/11/how-auditors-get-a-good-nights-sleep/
Reject takeover offer, Rex Industry shareholders told
http://www.thesundaily.my/news/2191313
Insider trading form bulk of SC probe
http://www.thestar.com.my/business/business-news/2017/03/09/insider-trading-form-bulk-of-sc-probe/
Small, mid-cap listed firms research scheme by Q2, says SC
Bursa Malaysia Introduces MD&A Guide
GLOBAL NEWS AND DEVELOPMENTS
China economy shows signs of improvement
US weekly jobless claims rise, layoffs fall in February
Markets cheer softer US Federal Reserve tone
Oil drops to lowest since Opec deal, American crude below US$50
ECB keeps policy, guidance unchanged as expected
http://www.themalaymailonline.com/money/article/ecb-keeps-policy-guidance-unchanged-as-expected
Malaysian ex-DBS trader convicted in Singapore’s first spoofing case
MSWG Analysts
Lya Rahman, General Manager, [email protected]
Rebecca Yap, Head, Corporate Monitoring [email protected]
Quah Ban Aik, Head, Corporate Monitoring [email protected]
Norhisam Sidek, Manager, Corporate Monitoring [email protected]
Wong Kin Wing, Manager, Corporate Monitoring, [email protected]
Hoo Ley Beng, Manager, Corporate Monitoring [email protected]
Nor Khalidah Khalil, Analyst, Corporate Monitoring [email protected]
Vinodth Ramasamy, Analyst, Corporate Monitoring [email protected]
Muhammad Faris bin Mohamed Yusof, Analyst, Corporate Monitoring [email protected]
DISCLOSURE OF INTERESTS
• With regard to the companies mentioned, MSWG holds a minimum number of shares in all these companies covered in this newsletter.
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DISCLAIMER
This newsletter and the contents thereof and all rights relating thereto including all copyright is owned by the Badan Pengawas Pemegang Saham Minoriti Berhad, also known as the Minority Shareholder Watchdog Group (MSWG).
The contents and the opinions expressed in this newsletter are based on information in the public domain and are intended to provide the user with general information and for reference only. Best efforts have been made to ensure that the information contained in this newsletter is accurate and current as at the date of publication. However, MSWG makes no express or implied warranty as to the accuracy or completeness of any such information and opinions contained in this newsletter. No information in this newsletter is intended to be or should be construed as a recommendation to buy or sell or an invitation to subscribe for any, of the subject securities, related investments or other financial instruments thereof.
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MSWG bears no responsibility or liability for any reliance on any information or comments appearing herein or for reproduction of the same by third parties. All readers or investors are advised to obtain legal or other professional advice before taking any action based on this newsletter.
