SC issues new Guidelines on Conduct of Directors of Listed Issuers and Their Subsidiaries


The Securities Commission Malaysia (SC) today issued new Guidelines on Conduct of Directors of Listed Issuers and Their Subsidiaries (Guidelines) to strengthen board governance and oversight of listed issuers and their subsidiaries.

SC chairman Datuk Syed Zaid Albar said the issuance of these guidelines was in line with the SC’s Corporate Governance Strategic Priorities (2017-2020) which seeks to, among others, promote the proper discharge of directors’ fiduciary duties among corporate Malaysia.

The guidelines set out guidance on duties and responsibilities of boards in company group structures and requirements for the establishment of a group-wide framework to enable, among others, oversight of group performance and the implementation of corporate governance policies, he said in a statement.

“The new guidelines take into account the evolving Malaysian corporate governance landscape, lessons learnt from the SC’s regulatory work in enforcing corporate governance breaches and the need to ensure that Malaysia’s framework remains relevant and effective. 

“In discharging his fiduciary duties, a director owes the company duties of disclosure, honesty, candour and the duty to favour the company’s interest over his own,” he said.

The introduction of these guidelines was one of the measures approved by the Special Cabinet Committee on Anti-Corruption (JKKMAR) in 2019. 

The guidelines come into effect on July 30, 2020, with the exception of Chapter 5 on Group Governance which will come into effect on January 1, 2021. The guidelines were available at the SC website.


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