The Malaysian Code on Corporate Governance (“MCCG”) is issued by the Securities Commission Malaysia on 26 April 2017 with immediate effect and listed issuers are required to report their application of their corporate governance (“CG”) practices in their annual reports.
Consequent to the issuance of the MCCG, Bursa Malaysia reviewed its Listing Requirements to reflect the new CG disclosure and reporting requirements under the Comprehend, Apply and Report (“CARE”) approach as well as the enhancement to the oversight role of audit committee in respect of their internal audit functions.
It can be seen that in the recent years, authorities and regulators are emphasising on the importance of a sound CG structure in order to mitigate major financial scandals and move forward for the economics of Malaysia. We at IBDC, offers various services revolving around CG to assist your business as follow:
IBDC’s core competence in corporate governance has enabled us to go straight to the root of the issues affecting your organisation. Our risk-based approach will focus on identifying the inherent risks within the control environment, and assess the operating effectiveness of the client’s internal controls in accordance with the relevant guidelines stated in International Professional Practices Framework 2017.
Our team members will work closely with you to provide sound improvement advises that are genuine value-added, and closely follow-up with you on the implementation to ensure you gain the competitive edge.
Enterprise Risk Management (“ERM”)
Risk-taking is never a bad thing, but a good approach is you should always take calculated risks, and having a structured risk management framework is crucial to the improvement of your enterprise and shareholder’s value.
Our ERM framework will assists you with risk identification, assessment, mitigation and monitoring measures that would assist you to reduce the risk down to an acceptable and reasonable level. In addition, we provide recommendations of improvement via fostering risk awareness and its consequences among your team members in order to enhance your business performance and efficiency.
Corporate Governance Reporting
In conjunction to the introduction of MCCG by the Securities Commission Malaysia, Bursa Malaysia has also introduced the CARE approach of CG reporting requirement under their Listing Requirements.
Our team of professional consultants are able to assist you in appraising your company’s CG framework in accordance to the prescribed format as set out by the Bursa Malaysia, based on the MCCG’s 3 principles, 12 intended outcome and 36 practices.
Our approach are guided by the Corporate Governance Guide issued by the Bursa Malaysia, and ensuring your CG reporting complies to the Bursa Malaysia’s Listing Requirements.
Corporate Governance Review
Our corporate governance review will be unique and customised to each and every client’s needs depending on factors such as the organisation’s ownership, legal structure, regulatory environment, culture and the outcomes sought in undertaking a review.
Areas of focus in a corporate governance review may include but not limited to:
- Determining if the current corporate governance system adds value or burdens the organisation;
- Addressing specific issues of concern with the current corporate governance structure such as number or type of board committees;
- Alignment of the corporate governance system with an existing or new strategic direction;
- Adoption of leading practice governance in terms of policies and procedures (documentation review);
- Compliance with national and international codes and standards.
Our review will also provide recommended measures to ensure that a sound corporate structure and practices are in place.
Internal Control Review (“ICR”)
Often confused with Internal Audit, ICR is an overall assessment of the internal control system and its adequacy of each business area in an organisation to address the relevant risks. Through control review, an organisation’s resources are directed, monitored, and measured in an effective manner.
The Committee of Sponsoring Organisations of the Treadway Commission (“COSO”) framework defines internal control as “a process effected by an entity’s Board of Directors (“Board”), management and other personnel, designed to provide reasonable assurance of achieving effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations.
ICR assumes greater importance in the light of current economic downturn. Monitoring and assessment of internal controls across various functions is performed through continuous evaluations to ensure the implemented internal control system is effective as intended by the Board. The assessment facilitates identification of internal control deficiencies for further corrective actions.
In this everchanging and highly-competitive business environment, understanding the dynamics of your business can unleash its true and unrealised potential. To achieve your objectives and gain advantage requires experience and foresight
We can work with your team to rectify your complex industry issues and business processes, and provide professional advice to optimise your business efficiency and effectiveness, or engaged in corporate exercise. We develop plans not just to address your business needs today, but also where you want to be in the future.
Standard Operating Policy and Procedures (“SOPP”)
SOPP is a set of step-by-step instructions compiled by an organisation and implemented on employees to provide guidance in carrying out complex routine operations in a structured and orderly manner.
Whether you are a new start-up company or an established corporation, SOPP is crucial for running the operation systematically to achieve efficiency, quality output and uniformity of performance, while reducing miscommunication and failure to comply with industry regulations.
We can help to customise a set of SOPP that is unique to your business in order to meet you business needs and regulation compliance, while ensuring that it will assist your business to function smoothly in the future.
In IBDC, we can carry out tightly-defined audit looking at specific areas tailored to your specific requirements and objective. Through our special audit service, we will take the extra miles to perform an in-depth investigation to address your concerns and report our factual findings to you.
We combine our broad perspective and wide sector knowledge with extensive expertise to assist you in investigating and evaluating financial discrepancies, financial technicality matters, improper business conducts or disputes, and providing independent report and professional advice on handling these sensitive matters confidentially.
Outsourced Financial Statements and Annual Report Preparation
Financial statements preparation and annual report, especially for funds and investment entities, are specialised domains requiring in-depth knowledge of Invesment Accounting and the relevant Financial Reporting standards.
Our team of accounting expertise has prepared over 1,000 financial statements for our clients, especially in fund reporting. We commit to deliver your financial statements on a timely and accurate manner based on your information provided. In addition, we may also assist in preparing your annual report by partially or completely, in compliance to Bursa Malaysia’s Listing Requirements.
Independent Scrutineer Services
IBDC provides independent scrutineer services to lend credibility to the poll voting processes and outcomes at the general meetings of companies, clubs and associations, contests and competitions.
Our services shall be in compliance to the necessary requirements observable by the clients such as Bursa Malaysia’s Listing Requirements, and we ensure the polling process is duly conducted in an efficient and accurate manner.
Business Management Consultancy
Do you experience upheavals in your business operation, and wonders how some of the greatest corporations went from a small player to becoming the largest fish in the sea and everything is still very well-managed? Or are you currently facing stiff competition in the market and wishes to have a competitive edge over your rivals, or lack of industry knowledge and experience in your current business?
We can work with you on your business strategy, planning and problem solving, and helps you to develop the required business skills and knowledge to effectively run your operation. These topics range from designing a business model or marketing plan, implementing projects to determining how to market your products and services. In addition, we may also brainstorms with you over time to produce practical results and enhance your strategic thinking to give you independency and total control of your business.
Should you require any other form of consultancy services that are not listed, feel free to submit your enquiries here. We are glad to help if we can be of your service!
Along with every risk, lies an opportunity within. However, you would not want to take on your biggest project and business development without the appropriate experience and technical know-how. Whether it is an IPO, business restructuring, or buy-out plan, you might find yourself facing the exact situation. Major deals are stressful and time-consuming, meanwhile you still have a business to run.
As such, you will need advisers not only to provide you with the right direction, but also to go through the rocky road with you. IBDC can advise and support you through every phase, from planning your corporate structure to seizing the deal. We ensure that you stay ahead of the game via prompt communication to our advisers while we help you to drive the progress forward.
Business Process Improvement (“BPI”)
BPI is a management exercise to analyse their existing operating procedures to identify areas for area of improvement. This process can also be referred to as functional process improvement.
IBDC can take a study at your organisation structure and business operation to identify each and every room for potential BPI and redesign those processes tailored to your objectives. We will also advise through the restructuring process to assist in realising the improvements to ensure you a smoother operating procedures, more efficient workflow and overall business growth.
Financial Due Diligence
Financial due diligence is an investigation of a potential investment, contract, product or service to confirm all its fact. It is a critical aspect of transaction planning as it can affect the purchase price for a business or even the decision whether to proceed.
Our experienced team undertake a tailored approach based on the key risk areas to provide realistic and enterprise insights to ensure that the investment decision is sturdily supported, and there is an answer to every query, in order to provide the investors with a peace of mind.
Taking your company public and having a listed status is a thrilling milestone for every successful corporation. It is a crucial stepping stone for a growing, privately held company to further expand its horizon. Whether you intend to get listed on Bursa Malaysia or Hong Kong Stock Exchange, or any other exchange, it is truly a tedious process to go through from pre-IPO planning phase to prospectus drafting, but the result is definitely rewarding. The IPO prospectus is subject to numerous regulatory bodies’ guideline, review and approval. In addition to the prospectus, there are also a number of strict qualitative and financial criteria that the company has to adhere.
IBDC has the required knowledge and experience for listing on Bursa Malaysia and Hong Kong Stock Exchange. To assist you with a successful listing, we can act as your advisors and work hand-in-hand with your management to:
- evaluate and advise on the suitability of your corporate structure, financial performance and business strategy;
- provide you with careful planning and management with professional parties;
- review the listing requirements and assist in the restructuring of your company’s financial and operational activities;
- address problems and resolve issues that may adversely affect the listing;
- recommend and introduce strategic investors, sponsors, lawyers, underwriters, valuers and any other professional parties as necessary;
- advise on regulatory issues, including corporate governance;
- coordinate the work of accountants, lawyers, public relations and media;
- address queries from the SC on the prospectus, and many others more.
We will smooth out any turmoil that may arise and go through the whole process with you up to your successful listing, because we feel happy on behalf when our client is happy, and such an event is definitely worth the celebration!
Other Advisory Services
Should you require any other form of advisory services that are not listed, feel free to submit your enquiries here. We are glad to help if we can be of your service!
马来西亚企业治理准则（“Malaysian Code on Corporate Governance”或“MCCG”）是由马来西亚证券委员会（“Securities Commission Malaysia”）于2017年4月26日发布且即日生效，上市集团须在其年度报告中公布它们所采纳的企业治理方案。
其次，马来西亚证券交易所（“Bursa Malaysia”）也修改了其上市需求条文，以响应新的马来西亚企业治理准则，按照“理解、践行、公布”（“Comprehend, Apply and Report”或“CARE”）方式而成立了一个新的公布需求，以及提升了审计委员会在内部审计职能方面所执行的监督任务。
内部审计是IBDC在企业治理方面的核心竞争领域之一。因此，我们能够快速并准确地对症下药。我们采用基于风险的方式，侧重于识别内部控制环境中的固有风险，并根据2017年国际专业实践框架（“International Professional Practices Framework 2017”）中所述的相关指南为客户评估他们的内部控制系统的运营有效性。
我们的评估方式将根据马来西亚证券交易所发布的“公司治理指南”（“Corporate Governance Guide”）为指导，以确保您的企业治理报告将会符合马来西亚证券交易所的上市需求。
特雷德韦委托赞助组织委员会（“Committee of Sponsoring Organisations of the Treadway Commission”或“COSO”）框架将内部控制定义为 “由一个组织的董事会，管理层以及其他相关人员所影响的一个流程，旨在为运作的有效性和效率，财务报告的可靠性，以及为适用法律法规的遵守情况提供合理的保障。”
标准操作方针和程序（“Standard Operating Policy and Procedures”或“SOPP”）是由一个组织所编制并实践于员工的日常业务运作活动的一系列逐步说明，以便结构化复杂的日常操作，并有序执行。
俗语说，有危必有机。然而，您也不想在没有充足和适当的经验与知识的情况下，而冒险地进行最大型的工程或业务发展计划。无论是首次公开募股（“Initial Public Offering”或“IPO”），业务重组还是收购计划，您可能正面临以上的情况。类似这种大型的项目都是充满了压力和挑战的，并需要大量的时间和精力，更何况与此同时您还需要管理当前的业务。
业务流程改进（“Business Process Improvement”），也被称为功能流程改进，是一项管理实践项目，主要是以分析当前操作程序的方式，然后鉴定可被改进的范围。
把公司上市可称得上是每家成功企业的里程碑。对于一家正在不停发展的私营企业而言，这也是拓展业务的基石。无论您是打算在马来西亚证券交易所或是香港证券交易所（“Hong Kong Stock Exchange”），还是在任何其他的交易所上市，从首次公开募股的前期规划到招股书的起草，再获得上市准证，这是一个十分繁琐的过程。但可以被认可的是，一切的努力都会得到应有的回报。招股书将会受到众多监管机构的审查和监督。除此之外，一家上市公司还必须遵守一系列严格的定性标准和财务准则。