13. crf india 2012 rokiah mhd noor

Companies Commission of Malaysia @ CRF 2012

Managing Service Delivery & Enforcement: Achieving Synchrony

CORPORATE ACTIONS & REGULATORY MECHANISM

ROKIAH MHD NOORDeputy Chief Executive Officer (Operations)


CORE FUNCTIONS OF SSM

CORE FUNCTIONS:• Registration Authority and Source of

Corporate Information• Enforcement Authority• Policy and Regulatory Reforms• Educator

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BALANCED ENFORCEMENT APPROACH

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Criminal sanction

Administrative action

Conventional enforcement• Investigation• Prosecution• Compound

Awareness and education


LIFE CYCLE OF A COMPANY

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Incorporation = Birth

Carrying out business = Living

Cessation of business = Death

Effective management of a company’s life-cycle

Companies Commission of Malaysia @ CRF 2012 5

The law provides for their resuscitation…….• Section 308(5) of the

Companies Act 1965

LIFE CYCLE OF A COMPANY


Name search & reservation

• Form 13A• Payment of RM30

fees

Lodgement of incorporation

documents

• M&A• Form 6 (Declaration

of Compliance)• Form 48A (Director’s

Statutory Declaration)• Name approval letter

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Cert

ifica

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f inc

orpo

ratio

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• Disclosure-based regime• SSM carries out preliminary screening - queries raised where

discrepancies exist

THE INCORPORATION PROCESS

Companies Commission of Malaysia @ CRF 2012 7Copyright Companies Commission of Malaysia 7

• Ease of Doing Business: 21/181

• Starting a Business: 76/181- Processes: 9- Days: 13








MANAGEMENT OF A COMPANY

Fundamental corporate governance - lodgement of key information with the Registrar

Annual Return

Audited Account

Material Changes in a company

SSM Annual Compliance

Rate UPDATED INFORMATION

FOR THE PUBLIC


CESSATION OF A COMPANY

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HOW TO CLOSE A COMPANY?

Striking offWinding up

(ii) Company not carrying out operations

(i) Company not carrying out business

Application SSM’s initiative

Registrar has reasonable cause to believe (i) or (ii) has occurred

OR

CompulsoryVoluntary


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 butholding valuable assets

• Repeated attempts to lodge documents at different SSMoffices

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RED FLAGS

• Specific sectors (timber,development land)

• Company/Business just awardedwith contracts, license, permit orland

• Incomplete documents• Submission of documents done by

unauthorised persons (not Co. Sec ordirector)

• Failure to response to query by SSM• Complaints received from the public

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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

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Presenter

Presentation Notes


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)

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DELINQUENT DIRECTORS’ REGISTRY

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DELINQUENT DIRECTORS’ REGISTRY (DDR)

• A database developed internally to store and upload the particulars of convicted directors

• A monitoring mechanism toensure a strict compliancewith requirements on theappointment of directors - toensure only a fit and properperson are appointed

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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

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DDR

• The names of convicted person will remainactive in the system for 5 years.

• A monthly report is prepared by theProsecution which is sent to the ComplianceDivision and Registration Services Division forupdating purposes

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JOINT COMMITTEE ON COMBATING WHITE

COLLAR CRIME

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JOINT COMMITTEE ON COMBATING WHITE COLLARCRIME

• Joint Committee on Combating White CollarCrime’ was established by the Cabinet andchaired 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.

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CONCEPT OF BALANCED ENFORCEMENT

THROUGH EDUCATION

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PRACTICE NOTES

• Practice Notes (PN) are issued toassist the stakeholders’understanding of the CompaniesAct 1965 to ensure complianceof the fundamentalrequirements of corporategovernance

• Since 2008, SSM has issued 13PNs on various matterspertaining to the Companies Act1965

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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 otherorganisations

• 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 MalaysianCode of Corporate Governance & GLC TransformationBooks

Shareholders' Rights and Responsibilities

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TYPES OF STAKEHOLDERS’ ENGAGEMENT

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• Annual Dialogues Promotes understanding and foster

closer relationships with the corporaterole-players

• Corporate Practice Consultative Forum Promotes greater cooperation between

SSM and members of the professionalbodies and company secretarialorganizations.

• Business Engagement Chapter Direct engagements with the business

& corporate communities


THANK YOU

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13. crf india 2012 rokiah mhd noor

Business

securities commission

royal malaysia police

bank negara malaysia

living business

auditors company

businessorii company

outcessation of birth

key information