Hardeep Shah has recently been appointed as the new Company Secretary of Teroja

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Hardeep Shah has recently been appointed as the new Company Secretary of Teroja Finance Berhad, a company that provides financial advisory services, which has its shares listed on the Bursa Malaysia.  Hardeep has had initial meetings with Amy Harris, Chair of the Board of Teroja, to understand what their expectations are.   One of the points raised with Hardeep by Amy is that she thinks that one of the non-executive directors of the company, Rahman Mohammad, who has been a director for just over a year, is not taking the role seriously. Rahman is a qualified accountant and a member of the audit committee but missed both a Board meeting and one of the recent committee meetings at short notice without a good reason and at the last Board meeting he did not seem to have read the Board papers in advance and did not contribute during the meeting. Amy pointed out that Rahman had a lot of other commitments, including as a director of four other companies. The annual Board evaluation is due to be conducted shortly and Amy said she is worried about whether the problems with Rahman's performance will have to be disclosed in the annual report. Amy has asked Hardeep to talk to Rahman to raise these concerns.   Another point raised by Amy was that the last Company Secretary did not communicate with the non-executive directors well enough, and that this had resulted in the non-executives contacting the executive directors directly for information. Lutfee also said that he was not happy with how the last Company Secretary dealt with the Board agendas and Board papers. The Board agendas were set at the last minute and there was not proper schedule of items across the calendar year. The Board papers often did not arrive until a few days before the meeting and the papers prepared by the executive team were in a mixture of different formats and were too long.   REQUIRED: (a)  Taking into account the practices in the Malaysian Code of Corporate Governance 2021, Bursa Malaysia Listing Requirements (BMLR) and directors' statutory duties, discuss the role and responsibilities of Rahman Mohammad as a non-executive director of a listed company and the issues that Hardeep should raise with Rahman in light of the concerns that have been raised about Rahman's performance, including whether these will need to be disclosed in the annual report.   (b) Discuss Hardeep's role as Company Secretary in Board communication and how he can improve the quality of the Board agendas and Board papers. (10 marks)  
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a.

As a non-executive director of a listed company, Rahman Mohammad has an important role to play in overseeing and providing strategic advice to the Board.This include implementing sound corporate governance procedures, establishing and tracking performance goals, keeping tabs on financial results, and performing board assessments. He is also in charge of making sure that the BMLR and any other applicable laws are followed. The Malaysian Code of Corporate Governance 2021 (MCCG) mandates that directors attend meetings prepared, pay attention during meetings, and contribute meaningfully to discussions. Additionally, directors must operate impartially, honestly, and in the organization's best interests.



Hardeep should discuss the recent problems with Rahman's performance with Rahman in order to identify the areas where Rahman needs to improve. Rahman should get guidance from Hardeep on how to best carry out his duties as a non-executive director, as well as an explanation of the expectations specified in the MCCG and BMLR. Rahman may benefit from hearing from Hardeep why adhering to all applicable laws and regulations is essential as well as the value of making decisions that are unbiased and independent for the company's performance.


Hardeep should also think about whether Rahman's performance should be addressed in the Board evaluation and whether such a disclosure is required in the annual report, depending on Rahman's attitude and capacity for improvement.



b.

Board communication will be one of the most important roles of Hardeep as the Company Secretary of Teroja Finance Berhad. The MCCG and BMLR state that the Company Secretary's responsibility is to facilitate the Board's efficient communication with the management group. The company secretary is responsible for making sure that board papers are distributed on time and in a way that is easy for board members to understand. The BMLR further stipulates that meetings of the Board and committees shall occur at least four times annually. The MCCG also exhorts the Board to make sure that its debates and themes are focused on addressing strategic issues and risk assessment.



By offering a consistent schedule that outlines the subjects to be covered and the desired results, Hardeep can raise the caliber of Board agendas and papers. He should also make sure that the board documents are punctually delivered in the right format, are thorough, and are brief enough to be discussed in a meeting. He should also make sure the themes are logical and compatible with the general plan of the business, as well as for readability and correctness. A mechanism where Board members can get information ahead of time and contribute via email or other secure communication channels should also be implemented by the Company Secretary. Finally, he must make sure that the management team receives timely post-meeting communications for follow-up.

Step-by-step explanation
A non-executive director of a publicly traded firm has a wide range of jobs and obligations, which means they must carry out numerous tasks. The Malaysian Code of Corporate Governance 2021 (MCCG) states that directors must attend Board meetings, read Board materials in advance, participate meaningfully in discussions, be prepared for meetings, and act independently, objectively, honestly, and in the company's best interests. Rahman Mohammad should be informed of the expectations contained in the MCCG and Bursa Malaysia Listing Requirements (BMLR) in light of the concerns expressed regarding his performance, according to Teroja Finance Berhad's company secretary Hardeep Shah. Hardeep should also think about if Rahman's performance problems need to be mentioned in the annual report for the Board's consideration.



Hardeep should make sure that Board communication is efficient and timely in his capacity as company secretary. He should accomplish this by distributing Board papers promptly in an understandable format, setting up a secure communication system where Board members can offer suggestions prior to meetings, and maintaining a regular schedule that outlines the anticipated outcomes of discussion topics. He should also ensure that the Board papers are clear and accurate, that communication with the Board is prompt, and that follow-up notes are supplied as needed.