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1. Hii Jia Yun (69853)

2. Lee Zhi Qing (70166)

3. Farah Haziqah binti Hamdan (72224)

4. Kashwaria A/P Panjanathen (70050)

5. Muhammad Nur Aqil Bin Makhtar (72438)

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In Malaysia, there are several acts have been enacted to establish better legal provisions for regulating the operation of companies. For instance, the Companies Act 1965 (repealed by the Companies Act 2016) was the first Malaysian law relating to companies and has placed restrictions on companies since its establishment. Subsequently, the Malaysian Securities Commission (SC) also introduced the Malaysian Code of Corporate Governance (MCCG) and the Capital Markets and Services Act 2007, both of which have additional legal requirements on corporate matters in different aspects. Over the years, the body of laws has been reviewed and revised several times and further updated to new versions to suit current issues and market conditions. At the same time, companies operating in Malaysia are required to fulfill their legal responsibilities, not only during their incorporation but also in their day-to-day management to comply with the latest regulations. However, the obligation of company directors to disclose their interests remains unchanged under both the Companies Act 1965 and the Companies Act 2016.

According to Section 196 of the Companies Act 2016, a minimum of one director is required for private companies and two directors are required for public companies. The need for a director to exist in a company is due to a director being the person responsible for managing the day-to-day business activities of the company and ensuring that the company complies with legal requirements.

Accordingly, Section 2 of the Act has defined “director” as

“any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director”.

The definition of “director” is further supplemented by Section 210 of the Act, which provides that a director may be

“chief executive officer, chief financial officer, chief operating officer or any other person primarily responsible for the management of the company”.

On the other hand, Section 2 of the Act also defined “interest” as

any kind of reward and compensation, as long as it is recognized by the Shariah principles.

This means that rewards will not be limited to financial forms, directors are also prohibited from receiving non-financial benefits from their duties and position. Last, disclosure is the act of making new recognized facts or confidential information available to the public.

Therefore, this means that the person appointed as a director needs to disclose his or her interest, and if it is expected that the interest will be contrary to the interests of the company, then he or she needs to inform all others, as this is the duty and responsibility of the director to disclose such interests to the board of directors.  The directors should make significant judgments with the duty of care and diligence in reference to every contractual transaction in order to ensure that the interests of stakeholders will be well-protected during the director’s conflict of interest by acting in the best interest of the company and avoid directors from pursuing personal gain in such ethical dilemma.

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Malaysian Code on Corporate Governance 2021 clarifies that

a meaningful disclosure should take into consideration the stakeholders, including what would perceive as informative and useful disclosures for them to assess the disclosure of interests by the directors rather than merely be the subjective thinking of the Board or management considers on what a meaningful disclosure.

Besides, Section 151 of the Capital Markets and Services Act 2007 imposes

the duty of the chief executives and directors as a member of the listed corporation to disclose any interest to the company regarding the fact and nature of the interest

while Section 317 of this Act requires them

who have interest in the securities to notify the company in writing of their interest and the extent of the interest in the securities unless such interests are exempted from disclosed by Malaysian Securities Commission.

Although Capital Markets and Services Act 2007 and Malaysian Code on Corporate Governance 2021 imposes and clarifies the director’s duty to make a disclosure of interest, the Companies Act 2016 will be the main provision to impose the director’s duty of his interest in the agreements or transactions in which the companies entered into.

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1. Transparency

Since the Companies Act of 1965 came into effect, the directors of a company have been imposed with duties to disclose their interests to the knowledge of other board members. There are many cases in the past that have demonstrated the existence of hidden dangers in companies where directors have failed to disclose their interests. For instance, directors take advantage of their power of influence in the company to ensure that the company enters into contracts with related parties for personal gain. The root cause of the necessity for such disclosure must be made is to assure the transparency in the transactions as well as the ethical conduct of the company's management.

According to Mitsis (2021), greater transparency is vital for a company as it will create trust in it among its external users and internal users. Transparency is a testament to the integrity of the company, which is something stakeholders enjoy seeing in the companies they invest in because it means mistakes are acknowledged but not covered up. It shows the company's confidence in all its actions, which can be inspected at any time by an outside party. Most importantly, it demonstrates the company’s regulatory compliance to disclose all necessary information and notifies all parties affected in its decisions (Maroun, 2014).

The duties of directors to disclose their interests under Section 131 of the Companies Act 1965 has been repealed and further replaced by Section 221 of the Companies Act 2016. This section discusses the obligations and circumstances that require disclosure and the consequences of non-disclosure.

First, Section 221(1) of the Act stated that

“every director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall, as soon as practicable after the relevant facts have come to the director’s knowledge, declare the nature of his interest at a meeting of the board of directors”.

It means that the directors must make a disclosure in the board meeting as soon as they become aware that they have a direct or indirect interest in a company that is expected to enter into a contract with the company. The disclosure requires directors to declare not only true and complete information about the nature and extent of their interests, but also all information that is believed to be reasonably known to them (Waddell, 2020). However, there are some exceptions to this rule that have been provided in subsections 2 and 3 of the section.

Section 221(2) of the Act specifies that

“the requirements of subsection (1) shall not apply in the case where the interest of the director being a member or creditor of a corporation interested in a contract or proposed contract with the first mentioned company if the interest of the director may be regarded as not being a material interest”.

Thus, the conflicted directors are permitted not to disclose their interest in a transaction if their interest is considered not material. As proof that the interests of the directors are not such as to affect the interests of the company, for example, the directors hold a small percentage of less than 1% in the share capital.

Besides, Section 221(3) of the Act also provides two exceptions where a director will not be deemed to have an interest in a contract.

1. The first situation, as described in subsection 3, is a contract concerning any loan made to a company where a director of the company has guaranteed or participated in guaranteeing the repayment of the loan or any part thereof.

2. The second situation is the case where the contract was made for the purpose of the company's benefit while both the companies in the contract are related parties and the conflicted directors are also directors of that corporation.

It is notable that both the situation above will not constitutes a material interest that requires disclosure by a director to the members of the board.

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2. Avoid Conflicts of Interest

In addition, directors can avoid conflicts of interest by making the necessary disclosures. A conflict of interest describes a situation where the personal interests of a director overlap with those of the company for which he is owing duties. A common example is where the same person serves as a director of two or more companies that are competitors of each other.

Besides, a director will have a conflict of interest if the director is expected to benefit from a transaction with another company in which the director has an interest. This is because the integrity of directors may be called into question as they may act in transactions for personal gain. As a director, he or she has a responsibility to avoid such situations during his or her term of office, and even after it ends. Therefore, the conflicted directors should make a declaration once they become aware of the fact that a conflict of interest exists to prove that they will act in the best interest of the company rather than their interests.

According to Malaysia Code on Corporate Governance (2021), a company is required to develop a code of conduct that should include the measures of how the conflict of interest will be dealt with. With the disclosure of a conflicted director, the company will have the opportunity to avoid the transaction from becoming effective (Holden, 2021).

"A contract entered into in contravention of this section shall be voidable at the instance of the company except if it is in favour of any person dealing with the company for any valuable consideration and without any actual notice of the contravention”

under Section 221(10) of the Act.

Hence, it would be effective in preventing the directors make use of his or her positions to gain the personal advantage to be benefited from such contracts.

Section 221(4) of the Act states that a director shall give general notice to the board of directors when he or she becomes aware of a conflict of interest. The general notice will be considered as sufficient if only the directors have clearly stated the nature and extent of their interests in that company. In addition, it also states that the general notice will not be deemed sufficient unless

“the interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any contract is so made”.

It means that the declaration of directors in the general notice should be accurate and not subject to any changes even after the contract has been agreed upon. However, subsection 5 in the section refers to the necessary conditions that need to be met in order for the general notice described in subsection 4 to be effective. Section 221(5) of the Act provides that

“the notice referred to in subsection (4) shall be of no effect unless the notice is given at a meeting of the directors or the director takes reasonable steps to ensure that the notice is brought up and read at the next meeting of the directors after it is given”.

In simple words, it explains the importance of all board members being aware of the general notice given by the conflicted director, thereby the general notice must be read at a board meeting while it will be deemed as invalid with the absence in meeting the criteria.

On the other hand, subsection 6 illustrates another situation that is not related to the contract that is expected to be entered by the company but explains the conflict in personal interest and duties as a director in the company. Section 221 (6) states that

“every director of a company who holds any office or possesses any property where duties or interests may be created in conflict with his duties or interests as director shall declare the fact and the nature, character and extent of the conflict at a meeting of the directors of the company”.

As such, subsection 6 refers to another type of conflict of interest, namely duty conflict. A duty conflict may occur when a director serves on the board of directors for more than one company. There is a greater likelihood of conflict of duties in case the companies are operated in the same industry (Sankar & Shen, 2018). Accordingly, directors must disclose such conflicts in their duties and interests as described in subsection 6. As in the case of paragraphs 4 and 5, directors are required to disclose the facts, clearly explain the nature and extent of the conflict, and ultimately bring it up at a board meeting.

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In accordance with Section 221 (7) of the Companies Act 2016, every director should declare the conflict of interest at the first meeting they held after he or she is appointed to such position or once he or she started holding the position or owning the property as the case requires. Then,

“every declaration made under this section must be recorded in the minutes of the meetings at which it was made by the company's secretary”

in complying with Section 221(8) of the Act.

Also, according to Section 219 of the Act, a director of a company shall give notice in writing to the company

“of the particulars relating to the shares, debentures, participatory interests, rights, options, and contracts as are necessary for the purposes of compliance with Section 59 by the company”

within 14 days from the date on which the director held such position or from the date on which the director acquired an interest in the matters stated previously.

After the notice received from the director,

“the company shall enter in its register within 3 days in relation to the director the particulars referred to in the notice including the number and description, the price or other consideration for the transaction and the date of the agreement for the transaction or the date when the transaction is completed or the occurrence of the event where there was no transaction”

in compliance with Section 59(4) of the Act.

The document which records the minutes of meetings, and the register shall be kept at its registered office under Section 47 (1) of the Act as the firm or every officer who contravenes this section will commit an offence and be liable to the fine under subsection 4 of Section 47.

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GENERAL PRINCIPLE OF LAW ON CONFLICT OF INTEREST

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GENERAL PRINCIPLE OF LAW ON CONFLICT OF INTEREST

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Apart from that, Section 222(1) of the Act prohibits such a director to participate or vote in any discussion while the contract or proposed contract is being deliberated at the board meeting although he or she can be counted on to make the quorum at the meeting of the Board. However, this subsection 1 shall not apply to the

“interests in the matter that are not required to be disclosed under Section 221 of the Act; or the matter involves a private company which is not a subsidiary of a public company; or in case such private company is a subsidiary of a public company and the contract entered into or proposed to be entered into is within its own group of companies, or the contract is for the indemnity against any loss which any director may suffer by reason of being or becoming the surety for the company; or the contract entered into, or to be entered into involves a public company or a subsidiary of a public company and in which the interests of the director solely consists of him/her being a director of the company and the shareholder of not more than the number or value as is required to qualify him for the appointment as a director; or in him/her having an interest in not more than 5% of the company’s paid-up capital in accordance with subsection (2)”.

Thus, the following subsection 3 means that the contract entered into in the conditions which are not mentioned under subsection 2 shall be voidable as same as under Section 221(10) of the Act. This will help to prohibit a director to advantage of his or her personal or financial interests with respect to the corporate’s business interests, which he or she is supposed to represent in his or her role as a director (“Conflict of interest”, n.d.).

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By virtue of Section 218(c) of the Companies Act 2016,

“directors are prohibited from making secret profits; using corporate information; using his position as director and taking or using the corporate opportunity, which is in competition with the company, to gain directly or indirectly a benefit for himself or any other person, or cause detriment to the company”.

In most cases, the administration of the company's business operations falls within the purview of the board of directors as they are responsible for the firm's strategic and operational decisions through attending the board meetings and ensuring the satisfaction of all of the company's statutory obligations. Also, the directors must steer clear of circumstances in which they have or may have an interest that is or may be in conflict with the interests of the organization in which they serve as directors. This is true in particular for the use of any property, information, or potential for personal gain, as well as the misuse of the position of director, regardless of whether or not the company stands to profit from the individual's actions. However, there is no breach of this obligation if a director finds himself or herself in a position which cannot reasonably be regarded as likely to give way to a conflict of interest which means holding non-material interest, or if such a situation has been pre-authorised/consented/ratified by a general meeting.

To summarize, the director should disclose the material interest in full and frank disclosure rather than merely inform the board of the proposed contract that the interest was much more than is customary as it was insufficient for the party to make any secret profit. This will increase the chance for such a director to be liable for breach of duty under Section 213 of the Act since he or she did not exercise the powers for a proper purpose and did not act bona fide in order to discharge the fiduciary duty owed to the company effectively. The effective and proper disclosure of his or her interest can mitigate the ramifications of the no-conflict rule to minimize potentially adverse consequences of a conflict of interest (Loewenstein, Sah & Cain, 2012) but it is no panacea since it does not exonerate the director from his or her duty to act in bona fide in the interest of the company. Also, sufficient and appropriate disclosure of interests could help to ensure the effectiveness of board leadership as the risk of a potential conflict of interest in which the director intends to enter into a transaction with a related party could be reduced. This could help to develop integrity in corporate reporting and build up meaningful relationships with stakeholders since their interests in the company could be protected.

However, not all forms of interest are required to be stated. In other words, only material and significant interests and transactions that are relevant to the corporation were required to be disclosed while the director's refusal to disclose will amount to nothing more than a breach of his or her fiduciary duty. The materiality of the interest is a question of facts that one has to examine on

“the structure of a company’s operation of the business, the subject matter involved, the connection between such subject matter and the firm with the director’s position and the contractual terms that govern the parties”.

There is no one-size-fits-all approach to such disclosure as the disclosure may vary based on various factors. Nevertheless, a director must decide to disclose their relevant and potential conflicts of interest when in doubt the extent of disclosure as this is a part of commercial morality as required by a corporate director.

As stated previously, there is no foolproof method for determining whether a certain set of circumstances will or will not lead to a conflict of interest. So far as the directors acquire a benefit, whether directly or indirectly, for themselves or for any other person, and insofar as they cause damage to the firm in the event that the benefit was obtained by utilising the directors' position during the directional term, they will be held accountable. This holds true regardless of whether the benefit was gained directly or indirectly as a director does not have to obtain benefits in order for the company to incur a loss. Nonetheless, even if the director does not gain any benefits, the company will still incur a loss. Hence, the Companies Act 2016 requires directors of the company to disclose any office where duties or interests might be created that conflict with duties and interests as directors.

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1. Become Richer Offence and Fines

The breach of the law will cause the director to be liable to criminal sanctions (offence and fines) in any event of a breach of duty as this means that the director fails to meet their responsibilities. One should avoid contravening the provisions of the Act so that he or she would not be committed to an offence and be liable to imprisonment or a fine. As stated under Section 221(12) of the Act,

“every officer and any other person or individual who contravene this section commit an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both”.

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2. Disqualification of Director

In case the disclosure of relevant material interest and conflict of interest does not make or not in a timely manner, the director might take the chance to benefit from such contract or proposed contract which the company entered into and keep away from acting in the best interest of the company. If the director chooses to conceal the facts and refuses to disclose such interest by

"using any opportunity of the company which he became aware of, in the performance of his functions as the director or officer of the company”

under Section 218(1)(d) of the Act to benefit himself or any other person, he or she will disqualify one from being a director under Section 198(1)(d) of the Act.

The court also has the power to disqualify such a director from holding the position due to his contravention of the duties of a director under Section 199(1)(b) of the Act. Once the director

“becomes disqualified from being a director under Section 198 or 199",

the office of a director will be vacated under Section 208(1)(d) of the Act.

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3. Loss of Public Confidence and Trust

Besides, the misappropriation of assets by the director to gain personal advantage will result in a decrease in shareholders’ wealth. The loss of public confidence and trust from the stakeholders will therefore affect the stock price of the company due to the lack of integrity and transparency in the disclosure of the director's interest.

As the consequences of the erosion of public and internal trust combine with the implication of the director who breaks the law and being disqualified, this will hurt the business financially due to high crash risk and uncertainty to the stakeholders with a high risk of failure on their investment and credit granted approval. The life of a company will walk towards a cliff and eventually perish due to its bad reputation.

Therefore, the director owed a duty not to place himself or herself in a position where his or her duty to the company as a director and his or her own interests are in conflict. The principle is that a director must act in what he or she honestly considers to be the company's interest, and not in the interests of some other person or body. Also, the equitable rule is that a fiduciary must not place himself or herself in a position where the personal interests may conflict with the duty to the company as the interest of the company should have exclusive priority as compared to the personal interests.

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The purpose of Section 221 of the Companies Act 2016 is in line with the latest case of Delta-Pelita Sebakong Sdn Bhd v. Wong Hou Liang & Ors And Other Appeals [2020] MLRAU 41. Rhodzariah Bujang JCA, in Her Ladyship’s judgment, mentioned that

“It is obvious that the said section is rooted in the need to ensure transparency the dealings by the management of the company and the moral integrity of those helming the administration of the company”.

Besides, the Court of Appeal in this case also held that

“...disclosure of potentially conflicting information is part of the commercial morality expected of company directors, and the general rule should be, when in doubt, disclose”.

This further clarifies the duty of a director to disclose the foreseeable conflict of interest and the necessity to make such disclosure when in doubt. This would help to ensure that the directors will act in the best interest of the company since the board of directors had been notified with such interest disclosed in writing and would take such interest into consideration when deciding on whether continue to enter into the contracts or transaction that consists of the conflict of interest to avoid caused any detriment to the company.

There is the chance that the continuance of such contracts or transactions if the interest could be regarded as insignificant or not a material interest under Section 221(2) and S.221(3) of the Act. Hence, the chance of the director to gain a benefit either directly or indirectly for himself or herself or any other person, or even cause detriment to the corporation will be minimised since the director should have adopted a neutral position to avoid being liable for the breach of fiduciary duty as a consequence of misusing the position to gain personal advantage by not disclosing the conflict of interest. If in any circumstances the director has been a departure from his or her duty to disclose, such failure will result in a breach of fiduciary duty by the director.

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Besides, in the case of Magnifine Sdn Bhd v. Yap Mun Him [2005] 2 MLRH 277, four of Magnifine's shareholders were members of the same family, while Yap, the defendant, was Magnifine's fifth shareholder. Yap held the position of Managing Director in addition to his other responsibilities, and he was wholly responsible for the company's daily operations. Yap had been compensated by commissions provided by the neighbourhood merchants. Magnifine indicated that it was unaware of any commission payment being received by Yap in connection with the procurement of resin and that it had no knowledge of such payment. As a direct consequence of this, it was determined that Yap had violated a duty since there was no disclosure and the company had never before authorised such a commission.

As aptly pointed out by Richard Malanjum J in regard to the effect of disclosure,

“as a fiduciary the defendant was obliged to make full and frank disclosure of not only the fact that he was being paid but also as to the amount. Indeed, even with full and frank disclosure the no-conflict rule and no-profit rule would not have excused or exempted him from his fiduciary duty to act bona fide in the interest of the plaintiff and for proper purposes”.

In sum, since the defendant held the role of a fiduciary, he was obligated to provide full and frank disclosure of not only the fact that he was receiving payment but also the amount. As such, directors are obligated to act in a fiduciary capacity and they are required to adhere to the equitable no-conflict notion. As a direct consequence of this, individuals are not authorised to put themselves in precarious positions in which their commitments as a director and the conflict of interests compete with one another. Thus, this ruled that the director still owed a duty to act bona fide in the interest of the company although the potential conflict of interest has been made.

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In conclusion, there is no doubt that proper disclosure of directors' interests is important for others to know. It is the responsibility of the person holding the position of director to be familiar with the disclosure standards and the statutory obligations under the relevant Act.

Besides, there should be no fluke for a conflicted director to avoid his or her duties even though the Companies Act 2016 provides a degree of freedom in that it only requires directors to disclose material and primary interests. This is because defining whether an interest is material to the company is ambiguous, while non-compliance may raise questions about the integrity of directors and boards, thus leading to shareholder concerns and loss of trust. In this regard, it is important for the companies to consider subsequent steps to manage disclosure in order to minimize the resulting impact.

There are also provisions in the Malaysian Code of Corporate Governance (MCCG), which recommends that companies put in place a range of measures to address the conflicts of interest, even if this is not mandatory. Such preventive measures can help the board become more aware of potential conflicts so that the board can effectively address them when they occur. For instance, a board meeting could be called to vote on whether to permit directors to have conflicting authorizations, while the meeting shall exclude the conflicting directors in accordance with the relevant section of the Act.

The authorization should take into account whether the conflict of interest in question would result in the company being unable to comply with regulatory requirements. A company is also allowed to consult with external experts and receive their opinions and recommendations to determine the feasibility of entering into the relevant contract which consists of potential conflict of interests.

In short, companies should recognize the importance of directors disclosing their interests and not take the issue lightly. As people have placed a greater emphasis on building a culture of corporate governance, the board of directors should develop a standard set of procedures to assist in identifying potential conflicts of interest and further resolving them in a timely and transparent manner. The effectiveness of the board of directors will ultimately be reflected in the image and reputation of the company.

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Upon this assignment, we have gained a clearer understanding than ever before of the importance of directors disclosing their interests to the company's board of directors. This is because accurate and complete disclosure corresponds to honesty, while its opposite may raise suspicions of intentional concealment of misconduct. Therefore, we understand the need for directors to be obliged to disclose their interests, as it will improve their integrity through greater transparency. Their integrity affects investors' perceptions of board effectiveness, which can have an impact on the company's continued growth. At this point, we find that the issue of directors' conflict of interest also leads to the same result, whereby the company will lose the trust of shareholders in them. As such, it is important to disclose the interests of directors as soon as this fact is realized.

Besides, we gained a comprehensive understanding that changed our mind that disclosure is not a mandatory item but is depend on the situation. This is because there are some exceptions provided in the Companies Act 2016. The most impressive example is where a director is exempt from disclosure if his or her interest is not material in the contract. In addition, we understand that directors are not only obligated to make disclosures but also to make them known to other board members; otherwise, the disclosures will be considered useless.

As the saying goes, it is always better to be safe than sorry.

As a director, we should play our roles to place a priority on the interest of the company and the stakeholders (shareholders) so that their investments are valued, and the company could be going concern to sustain in such a dynamic competitive business environment. Sufficient and appropriate disclosure of potential and relevant interest based on materiality and significance can mitigate certain conflicts of interest effectively by preventing such contracts from being entered into.

In case such contracts would still be proceeds on to the board’s decision, the members of the Board also have the power to decide whether to enter into that contract after considering the conflict of interests arising from the directors. A proper, full and frank disclosure is not only protecting the stakeholders but also for the director since he or she is taking his or her fiduciary duty as a director to act bona fide in the interest of the company by disclosing the interests or conflicts of interests.

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Conflicts of interest. Duty to abstain from voting. (n.d.). Retrieved from https://www.osborneclarke.com/insights/conflicts-of-interest-duty-to-abstain-from-voting

Holden, G. (2021, February 16). Disclosing a Conflict of Interest as a Company Director. LegalVision. Retrieved from https://legalvision.co.nz/corporations/conflict-of-interest-company-director/

Loewenstein, G., Sah, S., & Cain, D. M. (2012). The unintended consequences of conflict of interest disclosure. JAMA: The Journal of the American Medical Association, 307(7), 669–670. https://doi.org/10.1001/jama.2012.154

Malaysian Code on Corporate Governance. (2021). Retrieved from https://www.sc.com.my/api/documentms/download.ashx?id=239e5ea1-a258-4db8-a9e2-41c215bdb776

Maroun, F. (2014, January 30). The Three Pillars of Corporate Governance. Convene. Retrieved from https://www.azeusconvene.com/articles/three-pillars-of-corporate-governance

Mitsis, C. (2021, December 6). What Is Business Transparency and Why It’s Important. Cascade. Retrieved from https://www.cascade.app/blog/what-is-business-transparency-and-why-its-important

Sankar, A. G., & Shen, C. W. (2018, June). Directors’ Conflict of Interest. Retrieved from https://www.lh-ag.com/wp-content/uploads/2018/06/7_Directors-Conflict-of-Interest-by-Aaron-Gerard-Sankar-and-Christie-Wong-Yi-Shen.pdf

Waddell, J. (2020, March 10). Directors' Duties in Relation to Conflicts. Stevens&Bolton. Retrieved from https://www.stevens-bolton.com/site/insights/briefing-notes/directors-duties-in-relation-to-conflicts