TUTORIAL QUESTIONS

The Malaysian Code on Corporate Governance (MCCG) was revised in April 2017.
Referring to MCCG 2017 uploaded on TIMeS answer the following questions.
Q1. Define the term corporate governance. Why does the governance of companies or
corporations matter?
Q2. What are the pillars of corporate governance and why are they important?
Q3. The MCCG was reviewed in 2007 and 2012 to ensure that it remains relevant and is
aligned with globally recognised best practices and standards. In 2017, the MCCG, which
super cedes its earlier edition, takes on a new approach to promote greater internalisation
of corporate governance culture. What are the key features of this new approach?
Q4. MCCG 2017 adopts the principle of flexibility and proportionality in the application of
best practices and certain practices are applicable only to large companies. How does
MCCG 2017 define the term large companies?
Q5. Elaborate the comprehend, apply and report (CARE) mechanism recommended by
MCCG 2017.
Q6. Elaborate the business case for good corporate governance.
Q7. Applying the principles and practices of the MCCG is not merely a matter of
compliance in form with a set of rules. It is about meaningful application in substance of
good corporate governance practices. This involves a mindset and culture change, moving
away from a box-ticking approach to corporate governance. How does the MCCG 2017
facilitate this change?
Q8. Companies must provide meaningful explanation on how it has applied each practice.
What must the company do where there is a departure from a recommended practice?
Q9. What are the three key principles of good corporate governance, upon which the
MCCG 2017 is based?
Q10. While the general roles and responsibilities of boards are well founded, the
expectations on directors have evolved significantly owing to changes in the corporate
landscape. Directors are now expected to exercise greater vigilance and professional
scepticism in understanding and shaping the strategic direction of the company. Why does
the MCCG 2017 recommend that different individuals hold the positions of Chairman and
CEO respectively?
Q11. What are the key responsibilities of the Chairman of the Board?
Q12. What are the roles and responsibilities of the Company Secretary?

1
Q13. The board has the responsibility to set the tone and standards of the company
through the Code of Conduct and Ethics. The Code of Conduct and Ethics should articulate
acceptable practices and guide the behaviour of directors, management and employees.
The policies of the Code of Conduct and Ethics should be integrated into company-wide
management practices and be periodically reviewed. What are the aspects covered by the
Code of Conduct and Ethics.
Q14. What is the practice suggested by MCCG 2017 in relation to Board Composition?
What is the recommended tenure of independent directors?
Q15. What are the advantages of diversity at Board and Senior Management level?
Q16. Why is it important to establish a Committee to assist the board in developing and
administering a fair and transparent procedure for setting policy on remuneration of
directors and senior management?
Q17. List the twelve Intended Outcomes contained within the MCCG 2017 document.
Q18. For some of the Intended Outcomes the MCCG 2017 document also prescribes a Step
Up. Briefly describe the Step Ups.
Q19. Critically discuss five potential underlying causes and drivers that have contributed
to corporate failures and collapses.
Q20. Critically discuss the advantages of good governance to a family-owned business.