malaysian institute of corporate governance june 2016...
TRANSCRIPT
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CONTENTS 2 President’s Message 3 Upcoming Professional Development
Training - Conference & Seminars 4 Professional Development Training
- Seminars 7 Members’ Breakfast Talk & Dialogue with
Board of Governors 7 Exclusive Breakfast Talk 8 News & Events 9 Partners in Corporate Governance
Programme 10 ‘The relationship between Internal Audit
Characteristic, Audit Committee
Characteristic and Interaction between
Internal Audit and Audit Committee on
Internal Audit Contribution’ 12 ‘Audit Engagement Partner Business And
Financial Reporting Timeliness: Evidence
from Pre- and Post-AOB’ 14 Board of Governors 14 Contact Us 14 Coming Soon
Malaysian Institute of Corporate Governance (458959-M) (Institut Tadbir Urus Korporat Malaysia)
THE ADVOCATE
June 2016
www.micg.org.my
18th ANNUAL GENERAL MEETING
May 24, 2016 @ The Royal Lake Club, Kuala Lumpur
Mr. David William Berry Ms. Margaret Chin
Re-elected Governors pursuant to Article 59 of the Institute’s Articles of Association.
BOARD OF GOVERNORS FOR THE NEW TERM
President : Dato’ Yusli Mohamed Yusoff Deputy President : Mr. David William Berry Vice President : Mr. Albert Saychuan Cheok Member : Dato’ Seri Hj. Abd Rahman Hj. Ali Member : En. Megat Mizan Nicholas Denney Member : Ms Margaret Chin@ Chan Cheng Soon
Board of Governors From left to right: Mr David William Berry, Y.Bhg Dato’ Yusli Mohamed Yusoff, Mr Albert Saychuan Cheok & En. Megat Mizan Nicholas Denney Absent With Apologies: Dato’ Seri Hj. Abd Rahman Hj. Ali, Ms Margaret Chin
Y.Bhg Tan Sri Dato’ Seri Megat Najmuddin Bin Haji Megat Khas
Tan Sri retired accordance to Section 129(6) of the Companies Acct, 1965. However, he
remains as MICG Honorary Patron.
AGM in progress
Public Consultation Paper No. 2/2016
Proposed Draft of the Malaysian Code on
Corporate Governance 2016
2 Subissions were made to Securities Commission:-
a) One by MICG; b) Another from MIA-MICG Round Table
Discussion on 7 June 2016.
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PRESIDENT’S MESSAGE
Dear Members,
How time flies! We are now into our 2nd issue of The Advocate. A lot has happened since we launched our inaugural issue
in early April 2016 and more new events are in store for you in the coming months.
Our 1st Members’ Breakfast Talk was held on 21 April 2016 at The Royal Lake Club. I made a presentation on ‘Corporate
Governance Business Sustainability’, which was followed by a Members’ Dialogue. One of the outcomes of the Dialogue was
an invitation to members to join a newly set up ‘Members’ CG Working Group’.
I continued meeting various key stakeholders to strengthen our relationships and joint partnerships in various activities to
achieve greater impact and effectiveness in reaching out and influencing. Amongst them are Senator Datuk Paul Low,
Minister in the Prime Minister’s Office; Securities Commission (SC); Malaysian Institute of Accountants (MIA); Malaysian
Institute of Company Secretaries & Administrators (MAICSA); Malaysian Institute of CPAs (MICPA); International Islamic
University Malaysia (IIUM); Universiti Teknologi Malaysia – International Business School; Tuanku Abdul Rahman University
College (TAR UC) and Putra Business School (PBS). It is indeed an honour to be partner with likeminded individuals who are
keen to bring changes to the corporate governance landscape in Malaysia.
I should also mention the interest from various organisations which have accepted our invitation to join us as MICG ‘Partners
in Corporate Governance’ since we launched the programme in mid-February 2016. This is part of our effort to form an elite
think tank working group to discuss and implement some high level Corporate Governance matters. For example, one of the
important and urgent area is the ‘Securities Commission Public Consultation Paper on the ‘Proposed Malaysian Code of
Corporate Governance 2016’.
Another significant event was the MICG Annual General Meeting held on 24 May 2016. A special note of thanks is due to Tan
Sri Dato’ Seri Haji Megat Najmuddin Bin Dato’ Seri Dr Haji Megat Khas for his support and contribution to MICG since its
inception in 1998. Although Tan Sri is no longer sitting on the Board of Governors (as he did not wish to seek re-election), he
remains the Honarary Patron of MICG.
Many seminars and a major Governance Symposium are lined up for members to participate after the Hari Raya Aidil Fitri
celebrations. I hope you will find these programmes relevant and useful to you and your staff. Should you have other topics
on your wish list, please inform the Secretariat.
Please check out in end of June 2016 the MICG new website which is mobile-responsive. You may also register for your
seminars and conferences online.
You can reach us at [email protected] should you have any question or comment for us.
For our Muslim members, we wish ‘Selamat Berpuasa’.
Thank you.
Dato’ Yusli Bin Mohamed Yusoff
President
MICG
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Keynote Address By:
YB SENATOR DATUK PAUL LOW
SENG KUAN
Supported By:
UPCOMING PROFESSIONAL DEVELOPMENT TRAINING –
CONFERENCE & SEMINARS IN KUALA LUMPUR
REGISTER NOW! Special Members and Early
Bird Discount. Seats are limited!
(For more information, please contact
Aida/Afiqah/Imen at 03 7957 6799)
Half Day Seminar on ‘The New Malaysian Code on Corporate Governance 2016’ in
Penang, 8 August 2016
Half Day Seminar on’ Fraud Risk Management’, 8 September 2016
(9.00 am – 12.30 pm)
2nd Members’ Breakfast Talk, 9 August 2016
Half Day Seminar on ‘Amendment’s to Bursa Listing Requirement’,
21 July 2016 (1.45 pm – 5.00 pm)
Half Day Seminar on ‘The New Malaysian Code on Corporate Governance’, 21 July
2016 (9.00 am – 12.30 pm)
SEMINARS:
CONFERENCE:
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‘DIRECTORS DUTIES, BUSINESS ETHICS & GOVERNANCE SEMINAR,
28 APRIL 2016 @ ISTANA HOTEL, KUALA LUMPUR’
PROFESSIONAL DEVELOPMENT TRAINING - SEMINARS
Welcome address by En. Megat Mizan,
Governor of MICG
By virtue of their functions, Directors carry a heavy burden of duties, obligations and responsibilities in the
management of their corporations. Greater regulatory and public scrutiny of companies’ governance systems
and practices, and increasingly frequent and visible enforcement of the legal duties of directors and officers
provides an important reminder to the stewards of corporations to keep themselves abreast of the latest
changes in the corporate governance landscape.
The array of legislation and regulation makes it imperative that directors devote sufficient time to regularly
update their knowledge and skills through an appropriate continuing education program and life-long learning.
Dr. Mark Lovatt, CEO of Trident-Integrity
Sdn Bhd presenting on Understanding
Business Integrity.
Participants are all top management from
both the private and public sector.
Samantha Tai Yit Chan, Managing Director of Boardroom Corporate Services (KL) Sdn Bhd, discussing on ‘Implementing an Effective & Efficient Board: A Practical Approach’.
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HALF-DAY SEMINAR ON ‘AMENDMENTS TO BURSA LISTING REQUIREMENTS’
BY MR LEE MIN ON,
ON 1ST JUNE 2016 @ THE ROYAL LAKE CLUB, KUALA LUMPUR
Dato’ Yusli Mohamed Yusoff
and Mr. Lee Min On
Pre-seminar morning coffee
Welcome Address by Mr. David William Berry
Speaker Mr. Lee Min On
Eighty participants attended this seminar
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HALF-DAY SEMINAR ON ‘FRAUD RISK MANAGEMENT’ BY MR LEE MIN ON,
ON 6TH JUNE 2016 @ BAYVIEW HOTEL, PENANG
Registration of participants Welcoming address by En. Megat Mizan
Nicholas Denney, from MICG Board of
Governors.
Participants with En. Megat Mizan
Nicholas Denney and Mr. Chang, CEO of
Chang Kong Foo & Co (third from left)
Thirty participants attended this seminar.
Q & A Session with participants
From left: En. Megat Nicholas Denney,
Ms Lauren Peng with participants and
speaker Mr Lee Min On
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MICG’s first Members’ Breakfast Talk was well attended, attracting some 30 members. President of
MICG, Dato’ Yusli presented a talk on ‘Corporate Governance & Business Sustainability’. Following
that, the Board of Governors had a Members’ Dialogue session. Members found the event a good
platform for networking with fellow members as well as for updates on new developments in the area
of Corporate Governance. In view of the good response, Dato’ Yusli proposed to extend the Members
Breakfast Talk to three times a year. The upcoming dates are 9 August and 15 December 2016.
EXCLUSIVE BREAKFAST TALK
MEMBERS’ BREAKFAST TALK &
DIALOGUE WITH BOARD OF GOVERNORS ON 21 APRIL 2016
21 APRIL 2016 @ THE ROYAL LAKE CLUB, KUALA LUMPUR
MEMBERS ARE INVITED TO ATTEND THE EXCLUSIVE BREAKFAST TALK 20 JULY 2016 @ CPA AUSTRALIA OFFICE
(Limited to 25 MICG members) (Please contact [email protected] should you
wish to attend) (FIRST COME FIRST SERVE BASIS)
As mentioned in our first Members’ Breakfast Talk on 21 April 2016, we are forming a “Members’
Working Group”. Members who are interested to join this Working Group, please contact us at
Dr AJ. Purcell, B. Bus, B. Ec, Grad Cert Fraud Investigation, MBA, PhD, FCPA
Dr AJ Purcell is the Chief Auditor of CPA Australia. He has extensive
governance and internal audit experience from the private sector (aviation,
banking and insurance) and the public sector (health, engineering, tertiary
education).
He is a member of four audit committees in local government in Victoria
Australia. His academic interests are in the areas of governance and
organisational misconduct. His PhD thesis related to public sector governance
and audit committees.
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COURTESY VISITS
NEWS & EVENTS
On 8 April 2016, YBhg. Dato’ Yusli, Lauren Peng
and Afiqah Mohamad Rafi visited the
International Islamic University Malaysia (IIUM)
A courtesy visit to YB Senator Datuk Paul Low
Seng Kuan at the Prime Minister’s Department,
in Putrajaya on 11 April 2016.
Courtesy visit to Malaysian Institute of
Certified Public Accountants (MICPA) on 13
April 2016
2nd Dialogue with Universities and special guest,
Mr. Alan Kirupakaran from the Prime Minister’s
Department, at MICG, on 31 May 2016
A courtesy visit to TAR University College on 28
March 2016.
Second from right - YBhg Datuk Dr Tan Chik
Heok, President of TARC
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Our Partners in Corporate Governance Programme (PICG) to-date;
1) Yinson Holdings Berhad 3) UEM Sunrise Berhad
2) ACCA Malaysia Sdn Bhd 4) Bank Rakyat
If you are interested to find out more about PICG, please contact us at [email protected]
NEW LOOK AND FEEL
MICG website is currently under construction, with completion
due by July 2016.
A small ceremony organised by Bank Rakyat for supporting the PICG programme.
PARTNERS IN CORPORATE GOVERNANCE PROGRAMME
Courtesy Visit to Bank Rakyat on 31st May 2016
Dato’ Yusli Mohamed Yusoff receiving a gift of appreciation from President/CEO Bank Rakyat, Dato' Mustafha Hj. Abd. Razak
A group photo with senior executives of Bank Rakyat
COMING SOON www.micg.org.my
Stay tuned!
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I. The relationship between Internal Audit Characteristic, Audit Committee
Characteristic and Interaction between Internal Audit and Audit Committee on
Internal Audit Contribution
Prof Dato’ Dr Hasnah Haron
Dr Tong Chue Qun
ABSTRACT
The Malaysian Code of Corporate Governance (MCCG) was first introduced in 2000 and it was then
revised in 2007 and 2012. This was then followed by the Bursa Malaysia Revamped Listing
Requirement in 2001 and Guidelines on Internal Audit Function for Public Listed Companies in 2002.
These enacted reforms aim to promote and improve corporate governance in public listed companies
in Malaysia. Bursa Malaysia has recognised the importance of internal audit as a key governance
function in public listed companies, and highlighted that its roles are closely linked with audit
committees. The revised MCCG Code 2007 recognises the importance of internal audit by requiring all
companies to have an internal audit function. Both of these reforms have put internal audit in the
lime-light as one of the means of improving risk management and governance, and also is seen as
critical to preserving and enhancing stakeholder value. Given the perceived importance of internal
audit as part of good corporate governance, these changes are likely to enhance the role and value of
internal audit (Coram, Ferguson & Moroney, 2006). When it comes to adding value to the company,
there should be no better resource of a company than internal auditing.
Internal auditing becomes an important tool in helping an organisation achieve its objectives when
effectively implemented. Organisations with internal audit activities are better able to identify
business risks and system inefficiencies and ineffectiveness, take appropriate corrective actions, and
ultimately support continuous improvement. Therefore its contribution must be monitored in order
to maintain and enhance internal audit’s credibility. The objectives of this study are, therefore, to
investigate contribution of internal audit and its determinants such as internal audit characteristics,
audit committee characteristics and interaction between internal audit and audit committee.
Questionnaires were distributed to 413 public listed companies in Bursa Malaysia and 172 responses
were received.
RESEARCH CONTRIBUTION FROM UNIVERSITIES IN MALAYSIA
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The study found that there is a significant relationship between the internal audit competency and
internal audit contribution in control. Similarly, Felix et al. (2001) and Mazlina et al. (2006), found that
the more competent the internal audit, the greater the internal auditors’ perception of their
contribution to the external audits. Companies should consider the education level and types of
experiences when appointing internal auditor. This finding emphasises the importance of having a
certified internal auditor to be heading the internal audit unit. A suggestion to the regulatory body to
consider making this a mandatory requirement.
Most of the audit committee characteristic factors and interaction between audit committee and
internal audit shows an insignificant result with the internal audit contribution. The insignificant
findings could be due to the fact that the MCCG 2007 Code has been mandated over some time and
the public listed companies may well have already embedded it in their audit committees and thus
the insignificant results.
These findings have implication to the revised MCCG which requires independence and financial
literacy of audit committee and the Institute of Internal Auditors (IIA) to be safeguarded. This is
because audit committees and internal auditors have interlocking goals, and a strong working
relationship between them is essential for each to fulfill its responsibilities to senior management,
board of directors, shareholders, and other outside parties. Given that internal audit is relatively new
in Malaysia, companies should establish guidelines in the audit charter or ensure compliance to
International Professional Practices Framework to increase the quality of internal audit which in turn
could lead to a higher internal audit contribution.
Key words: Internal Audit, Audit Committee, Internal Audit Contribution
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II. Audit Engagement Partner Workload And Financial Reporting Timeliness: Evidence
From Pre- And Post-AOB
Prof Dr Wan Nordin Wan-Hussin
Dr Hasan Mohammed Bamahros
Siti Norwahida Shukeri
There is ample empirical evidence which shows that financial reporting timeliness in Malaysia lags
behind other countries. Although Malaysian listed companies predominantly adhere with the Bursa
Malaysia Listing Requirements mandating audited financial statements to be released within four
months after the financial year end, on average, Malaysian companies take around 100 days to issue
the audited financial statements, which are significantly longer than the practices elsewhere. The
Malaysian regulators view this divergence from global best practice seriously as reported by The World
Bank: “Bursa Malaysia is planning to shorten the deadline for submitting audited financial statements
from the current four months after the end of the financial year to two months and has embarked on
a consultation process with other stakeholders” (Report on the Observance of Standards and Codes -
Malaysia, Accounting and Auditing, 2012).
Motivated by the above regulatory concern, we examined whether audit engagement partner
busyness, measured by number of listed clients in the signing auditor’s portfolio, influences the audit
report timeliness for the period before and after the establishment of the Audit Oversight Board (AOB)
in 2010. We focused on the engagement partner workload as various leading organisations such as
NederlandseBeroepsorganisatie van Accountants (NBA), PCAOB and Center for Audit Quality (CAQ) in
the US, Canadian Public Accountability Board (CPAB), and Accounting and Corporate Regulatory
Authority (ACRA) in Singapore have advocated the use of engagement partner workload as one of the
audit quality indicators (Federation of European Accountants, 2015).
Our analysis of the audit market in Malaysia in 2009 indicated that one of the partners of Crowe
Horwath was the engagement partner for 32 listed clients. However, subsequent to the formation of
AOB, we noted there was a gradual reduction in the number of listed clients per engagement partner,
reflecting a shift towards audit quality. Our results showed that over-burdened engagement partners
take a longer time to complete the audit. It also showed that the partner busyness-audit delayed
relationship is more pronounced under the AOB inspection regime. However this is moderated by the
length of partner tenure, reflecting the knowledge spill-over effect of longer partner-client
relationship.
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Our study enriched contemporaneous literature that examined how the individual auditor
characteristics influenced the accounting and auditing outcomes. Our study reiterated the growing
importance of examining accounting and auditing outcomes at the individual partner level rather than
audit firm level, and provides empirical support that the engagement partner workload is a potentially
useful indicator of audit quality. Thus, we contributed to the on-going debates on the usefulness of
providing disclosures on the engagement partner’s client portfolio composition. Our findings have
implications for regulators, audit practitioners, board of directors including audit committee
members, and investors who are interested in enhancing the timeliness and integrity of financial
information. One of the limitations of our study is we measure auditor busyness by considering only
listed clients, due to data unavailability. Thus we may understate the level of partner busyness when
partner has unlisted clients in the portfolio.
Note: Earlier drafts have been presented at the Journal of Contemporary Accounting and Economics
2016 Annual Symposium in Bangkok and the British Accounting and Finance Association 2016 Annual
Conference in Bath. The latest version of the paper will be presented at the American Accounting
Association Centennial Conference in New York in August 2016.
MICG has agreed to the publication of the above extract in its newsletter in the interests of encouraging debate as an
essential element of the development of thought and progress in the field of Corporate Governance best practice. MICG has
not sighted or validated the data behind the study which led to the above extract and does not express any opinion as to
the findings and recommendations contained in the study or the above extract.
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BOARD OF GOVERNORS
Y.Bhg Dato’ Yusli Mohamed Yusoff – President
Mr David William Berry – Deputy President
Mr Albert Saychuan Cheok – Vice President
Ms Margaret Chin
En Megat Mizan Nicholas Denney
Y.Bhg Dato’ Seri Abdul Rahman Haji Ali
HONORARY PATRON
Y.Bhg Tan Sri Megat Najmuddin Megat Khas
DIRECTOR
Ms Lauren Tam Kam Peng – [email protected]
CONTACT US
3A-02 Block F, Pusat Dagangan Phileo Damansara I
9 Jalan 16/11, Off Jalan Damansara
46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
Website: www.micg.org.my
Tel: +603 7957 6799 Fax: +603 7957 3722 / 7957 2722
Email: [email protected]
IN ADVANCE TO ALL OF YOU.
WISHING YOU A BLESSED & JOYOUS HARI RAYA!
The MICG Newsletter is circulated strictly to members only. On the
republication of articles/work of others, permission were obtained. MICG
shares with members; however MICG takes no views or responsibilities on
them.
SELAMAT BERPUASA &
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