Corporate and Governance in Malaysia

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INTRODUCTION
KLCC Property Holding Bhd
KLCC property Holding Bhd (KLCCP) is a public listed company since year 2004. The primary businesses of KLCCP are managing, controlling and developing the property in area around the KL twin town. It has two wholly-owned companies namely KLCC Urusharta Sdn Bhd and KLCC Parking Management Sdn Bhd which are providing facilities and car parking respectively. In order to achieve the concept of “city within the city” which was proposed by former Prime Minister Tun Dr. Mahathir, government utilised the area in Ampang which was actually under Selangor Turf Club and Race Cause to build a new city centre that consist of international companies, public part (green area) , shopping complex and high class condominium. It would be a burden if the project was wholly managed by government, therefore KLCCP was formed to develop joint venture and attract more investors form the public. To date, KLCCP is managing more than RM 10 billion properties around Kuala Lumpur area (Lim, 2012) and the profits are growing rapidly. Maxbiz Corporation Bhd

Maxbiz is a Malaysia-based investment holding company and it was listed at the stock exchange since year 2002. The company founder and chief executive director is Datuk Vincent Leong Jee Wei. MKK industries Sdn Bhd and Maxbiz Chemicals Sdn Bhd are the arm of the Maxbiz Corporation Bhd. Unfortunately, Maxbiz has been slipped into PN 17 on January 2011. The reasons for Maxbiz classified as PN 17 is due to the company have an unhealthy financial statue, unethical business operating and it does not has a proper business planning. After the company being listed, it has been making loss for few years continuously since 2008. Besides, the financial ratio of the company is not satisfactory as its current assets are unable to meet its debt, indicating a problem of liquidity. Moreover, the company also dealt with some law suit and issues these recent years because of the late payment to creditors. Even though Maxbiz does obtained some large projects and plan to expand its business. However, the stakeholders are questioning about the capacity of the company whether they able to complete these projects while at the same time dealing with the issues. COMPARISON AND ANALYSIS OF KEY CG ISSUES/ASPECTS

1. Board Composition and Ownership Structure
Size of Board (Independent directors and non- executive directors) In Malaysian Code on Corporate Governance (MCCG) 2007 part 2 (AA) (XII), it indicated that the size of the board has no limit and the impact of the number upon its effectiveness will determine the appropriate size of the board. Bursa Malaysia Listing Requirement (BMLR) signified that the listed companies must maintain at least 2 or 1/3 independent directors in the board. Under MCCG 2007 part 2 (AA) (III) and BMLR paragraph 15.02, it also mentioned that the number of independent non-executive director should be at least 2 or 1/3 in total number of directors. The structure of board of directors for both KLCCP and Maxbiz are as follows: Table 1.1

| KLCCP| MAXBIZ|
Executive director| 1| 1|
Non-independent non-executive directors| 3| -|
Independent non-executive directors| 9| 3|

The name of each director is listed in Appendix 1.
There are three factors that show the importance of balance board. Diversity
The board should be formed by the directors who have the particular and relevant knowledge and skill about the industry and business. Influence
The board has to ensure that the personal knowledge, idea and skills will not be influenced by third party and the decision making can balanced. Independent
The Independent non-executive directors must check the statement and ensure the company is going on a right way.

Directors’ background
Based on MCCG 2007 Part 2 (AA) (VIII), it requires the nominating committee to recommend candidates who have sufficient knowledge, skills, professionalism, integrity and ability to fill the directorships....
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