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13. crf india 2012 rokiah mhd noor

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  • 1. CORPORATE ACTIONS & REGULATORY MECHANISM Managing Service Delivery & Enforcement: Achieving Synchrony ROKIAH MHD NOOR Deputy Chief Executive Officer (Operations) Companies Commission of Malaysia @ CRF 2012
  • 2. CORE FUNCTIONS OF SSM CORE FUNCTIONS: • Registration Authority and Source of Corporate Information • Enforcement Authority • Policy and Regulatory Reforms • Educator Companies Commission of Malaysia @ CRF 20122
  • 3. BALANCED ENFORCEMENT APPROACH Conventional Criminal enforcement sanction • Investigation • Prosecution • Compound Administrative Awareness and action education Companies Commission of Malaysia @ CRF 20123
  • 4. LIFE CYCLE OF A COMPANY Incorporation = Carrying out Cessation of Birth business = Living business = Death  Effective management of a company’s life-cycle  Companies Commission of Malaysia @ CRF 20124
  • 5. LIFE CYCLE OF A COMPANY The law provides for their resuscitation……. • Section 308(5) of the Companies Act 1965Companies Commission of Malaysia @ CRF 2012 5
  • 6. THE INCORPORATION PROCESS1 2 Lodgement of Certificate of incorporation incorporationName search & documents reservation • M&A• Form 13A • Form 6 (Declaration• Payment of RM30 of Compliance) fees • Form 48A (Director’s Statutory Declaration) • Name approval letter• Disclosure-based regime• SSM carries out preliminary screening - queries raised where discrepancies exist Companies Commission of Malaysia @ CRF 2012 6
  • 7. • Ease of Doing Business: 21/181 • Starting a Business: 76/181 - Processes: 9 - Days: 13 • Ease of Doing Business: 23/183 • Starting a Business: 88/183 - Processes: 9 - Days: 11 • Ease of Doing Business: 23/183 • Starting a Business: 111/183 - Processes: 7 - Days: 17 • Ease of Doing Business: 18/183 • Starting a Business: 50/183 - Processes: 4 - Days: 6Companies Commission of Malaysia @ of Malaysia Copyright Companies Commission CRF 2012 7
  • 8. MANAGEMENT OF A COMPANY Fundamental corporate governance - lodgement of key information with the Registrar Annual Return SSM Annual Compliance UPDATEDAudited Account Rate INFORMATION FOR THE PUBLICMaterial Changes in a company Companies Commission of Malaysia @ CRF 2012 8
  • 9. CESSATION OF A COMPANY HOW TO CLOSE A COMPANY? Winding up Striking off (i) Company not carrying out business OR (ii) Company not carrying out operations Voluntary Compulsory Application SSM’s initiative Registrar has reasonable cause to believe (i) or (ii) has occurred Companies Commission of Malaysia @ CRF 20129
  • 10. TRIGGERING FACTORS • Make wholesale changes to information on:  Management and Ownership  Registered Address  Company Secretary and Auditors • Company is long established family based entity, dormant but holding valuable assets • Repeated attempts to lodge documents at different SSM offices Companies Commission of Malaysia @ CRF 201210
  • 11. RED FLAGS • Specific sectors (timber, development land) • Company/Business just awarded with contracts, license, permit or land • Incomplete documents • Submission of documents done by unauthorised persons (not Co. Sec or director) • Failure to response to query by SSM • Complaints received from the public Companies Commission of Malaysia @ CRF 201211
  • 12. REDUCING THE RISK By SSM: • Review of internal standard operating procedures • More online services (enhanced security for documents control & audit) • Staff training (integrity, skills) • Strict disciplinary and criminal actions • ALERT • Collaboration with public and private sectors Companies Commission of Malaysia @ CRF 201212
  • 13. REDUCING THE RISK Best practices by the Private Sector: • Protect Personal Information • Protect Information Kept in Computers • Vetting of Staff (when recruiting) • Internal Controls • Periodical Searches at SSM and Land Offices (subscribe to online services and ALERT) Companies Commission of Malaysia @ CRF 201213
  • 14. DELINQUENT DIRECTORS’ REGISTRY Companies Commission of Malaysia @ CRF 201214
  • 15. DELINQUENT DIRECTORS’ REGISTRY (DDR) • A database developed internally to store and upload the particulars of convicted directors • A monitoring mechanism to ensure a strict compliance with requirements on the appointment of directors - to ensure only a fit and proper person are appointed Companies Commission of Malaysia @ CRF 201215
  • 16. DDR SYSTEM • The System contain details as follows:  Name of the Director  National Registration Identity Number  Company information  Offences committed under the Companies Act  Details of the case i.e. case number, offence charged court)  Penalty and details of conviction Companies Commission of Malaysia @ CRF 201216
  • 17. DDR • The names of convicted person will remain active in the system for 5 years. • A monthly report is prepared by the Prosecution which is sent to the Compliance Division and Registration Services Division for updating purposes Companies Commission of Malaysia @ CRF 201217
  • 18. JOINT COMMITTEE ON COMBATING WHITE COLLAR CRIME Companies Commission of Malaysia @ CRF 201218
  • 19. JOINT COMMITTEE ON COMBATING WHITE COLLAR CRIME • Joint Committee on Combating White Collar Crime’ was established by the Cabinet and chaired by Minister of Domestic Trade, Co- operatives and Consumerism. • The Joint Committee comprises of: - SSM, - Bank Negara Malaysia , - Securities Commission, - Royal Malaysia Police, - Cooperative Commission of Malaysia, - Inland Revenue Board of Malaysia, - Enforcement Division, Ministry of Domestic Trade, Co-operatives & Consumerism. Companies Commission of Malaysia @ CRF 201219
  • 20. CONCEPT OF BALANCED ENFORCEMENT THROUGH EDUCATION Companies Commission of Malaysia @ CRF 201220
  • 21. PRACTICE NOTES • Practice Notes (PN) are issued to assist the stakeholders’ understanding of the Companies Act 1965 to ensure compliance of the fundamental requirements of corporate governance • Since 2008, SSM has issued 13 PNs on various matters pertaining to the Companies Act 1965 Companies Commission of Malaysia @ CRF 201221
  • 22. COMPANIES COMMISSION TRAINING ACADEMY • Conducts extensive training programmes for directors, company secretaries, auditor and the public at large • Training is conducted in-house and collaboration with other organisations • Examples of new programmes in 2012:  Top 10 Common Offences Under the Companies Act 1965, Corporate Hijacking & Fraud  Elevating the Standards of Corporate Governance Practice amongst SMEs in Malaysia: Principles from the Malaysian Code of Corporate Governance & GLC Transformation Books  Shareholders Rights and Responsibilities Companies Commission of Malaysia @ CRF 201222
  • 23. TYPES OF STAKEHOLDERS’ ENGAGEMENT • Annual Dialogues  Promotes understanding and foster closer relationships with the corporate role-players • Corporate Practice Consultative Forum  Promotes greater cooperation between SSM and members of the professional bodies and company secretarial organizations. • Business Engagement Chapter  Direct engagements with the business & corporate communities Companies Commission of Malaysia @ CRF 201223
  • 24. THANK YOU Companies Commission of Malaysia @ CRF 201224

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