1. R ECENT AND F UTURE D EVELOPMENT Presented by CHUA SIEW CHUAN Deputy President, MAICSA Impacting the Secretarial Profession in Malaysia 5 October 2012 The Malaysian Institute of Chartered Secretaries and Administrators

2. Overview of  Proposed Companies Act, 2013 (pending)  Limited Liability Partnerships Act, 2012  Corporate Governance in Malaysia & Malaysian Code of Corporate Governance 2012  Competition Act, 2010  Personal Data Protection Act, 2010  Anti-Money Laundering and Anti-Terrorism Financing Act 2001  Whistleblower’s Protection Act, 2010  Minimum Retirement Age Bill, 2012 Legislative Updates

3. The Malaysian Institute of Chartered Secretaries and Administrators  Decoupling of the lodgement of Annual Return with the audited accounts  Single director & single shareholder companies  No par value for share capital & solvency declaration statement  Liberalisation of qualification for company secretaries for private limited companies  Significant increase in penalties to promote a culture of compliance  Creation of a register of company secretaries  Dispensation of objects clause & ease of incorporation Proposed Companies Act, 2013

4. The Malaysian Institute of Chartered Secretaries and Administrators Other initiatives :-  leverage on the use of information & communication technologies eg. MyCoID, E-Filing  Stricter enforcement regime is expected Proposed Companies Act, 2013

5. The Malaysian Institute of Chartered Secretaries and Administrators Limited Liability Partnerships Act, 2012 Tax @ 25% as opposed to a partnership - progressive rate. Tax issue related to the transfer of assets from conventional partnership and companies to LLP has yet to be resolved by the Inland Revenue Board of Malaysia Benefit:- Cheaper & Easier to maintain

6. The Malaysian Institute of Chartered Secretaries and Administrators Corporate Governance Blueprint 2011 To strengthen self & market discipline To complement regulatory discipline Promote good CG culture in Malaysia

7. The Malaysian Institute of Chartered Secretaries and Administrators Malaysian Code of Corporate Governance 2012 Poll Voting Gender Diversity Qualified and Competent Company Secretary Reinforced Independence of Directors Significant Issues

8. The Malaysian Institute of Chartered Secretaries and Administrators Competition Act, 2010 MAICSA can no longer publish its recommended secretarial fees to members. Fees will now have to be negotiated on an arms length basis

9. The Malaysian Institute of Chartered Secretaries and Administrators Personal Data Protection Act, 2010 Receipt of Information Awareness of rights with proper advocacy Internal Privacy Policy Statements

10. The Malaysian Institute of Chartered Secretaries and Administrators Anti-Money Laundering and Anti-Terrorism Financing Act, 2001 Anti-Money Laundering and Anti-Terrorism Financing Act, 2001 Stringent Due Dilignece on clients Role of Compliance Officer – enhanced but onerous

11. The Malaysian Institute of Chartered Secretaries and Administrators Whistleblower’s Protection Act, 2010

12. The Malaysian Institute of Chartered Secretaries and Administrators Minimum Retirement Age Bill, 2012 Prolong the retention of knowledge workers. Also, to provide for a safety net to take care of senior citizens since it has been shown that the average Malaysian is living longer now due to better healthcare & nutrition

13. T HANK Y OU