The financial /economic crisis in 1997 brought to the foreground weak corporate governance structures and practices in Malaysia. Allegations of cronyism, inequitable transaction, lack of transparency and weak enforcement were amongst the many weaknesses highlighted. These led to the poor perception of the Malaysian capital market. Malaysia joined in the global corporate governance reform movement and corporate governance reforms were carried out to rectify the weaknesses highlighted. The Malaysian Code on Corporate Governance (Malaysian Code) was launched in 2000. This study briefly traced the corporate governance reforms in Malaysia which was very much influenced by the Anglo-American model. / To provide a better appreciation of the corporate governance mechanism, this study examined the concept of corporate governance and its origin, the existence of the four governance models in the world today and the different market characteristics with their different institutional and corporate context. / The thrust of the corporate governance reform movement in Malaysia was to increase transparency and corporate disclosure, improve accountability and responsibility of the board and to promote shareholder activism. One of the key recommendations from the Anglo-American model adopted by the Malaysian Code, to improve transparency and accountability, was to have a sufficient number of independent non-executive directors on the board. Arguments that supported the importance and the roles of independent non-executive directors as a control mechanism and their contribution towards better governance and financial performance were presented. The study also discussed the equally strong arguments and evidence against independent non-executive directors as an effective control mechanism. / Another key player identified by the Malaysian Code to enhance good corporate conduct was the company secretary. This study examined the roles that these independent non-executive directors and company secretaries were expected to play in the Malaysian context and the issues related to these two key players as internal enforcers for good governance practices. / Though these two players were expected to play key roles in enhancing good corporate conduct in the corporate governance reforms in Malaysia, as far as is known, their perspectives have not been widely researched or compiled in the Malaysian context. This study aimed to provide some insights into the views and opinions of these two important groups of people. A sample of independent non-executive directors and company secretaries were selected for interviews with the aid of two different sets of standard questionnaires, one for each group. The questionnaires were designed to seek their response on a few key issues on corporate governance practices in Malaysia. Their standpoints were compiled, quoted and presented in this study. Both groups have been found to agree that independent non-executive directors have a role to play and are important to enhance good corporate conduct. Factors that contributed or inhibited their effectiveness were discussed and the divergent views on certain issues within each group or between the two groups were presented. Their views on how corporate governance practices can be further improved in Malaysia were also presented. / Thesis (DBA(DoctorateofBusinessAdministration))--University of South Australia, 2005.
| Identifer | oai:union.ndltd.org:ADTP/267312 |
| Creators | Khoo, Boo Yeang. |
| Source Sets | Australiasian Digital Theses Program |
| Language | English |
| Detected Language | English |
| Rights | copyright under review |
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