Corporate Governance & Integrity
Most organisations have a governance framework on paper that would pass a first reading. The gap that matters is between the framework and what happens in the room: whether a director actually challenges, whether the audit committee gets information the executive would rather it did not have, whether the whistleblowing channel has ever produced anything. This day covers the structural requirements and then spends real time on the behaviours that decide whether they mean anything.
Programme Agenda
What Governance Is Actually For
Separating governance from management, the accountability chain from shareholders through board to executive, and the failures that follow when the line blurs in either direction.
Board Composition and Effectiveness
Independence, tenure, diversity of experience, and board size. What makes a board effective in practice: agenda control, information quality, meeting behaviour and the willingness to sit with an unresolved disagreement.
Director Duties and Liability
Fiduciary duty, duty of care and skill, conflicts, and the statutory duties under the Companies Act. Personal exposure, and the limits of relying on management or on professional advice.
Committee Structure
Audit, risk, nomination and remuneration committees: what each should own, how they report to the board, and the common problem of committees that duplicate the board rather than do work for it.
The Malaysian Code on Corporate Governance
The apply-and-explain approach, the practices most frequently departed from, and how to write a departure explanation that is informative rather than formulaic.
Related Party Transactions and Conflicts
Identification, disclosure, independent assessment and abstention. Recurrent related party transactions and the shareholder approval requirements that attach.
Whistleblowing and Speak-Up Culture
Channel design, independence from management, investigation, protection, and feedback to the reporter. Why most channels are unused and what distinguishes the ones that are not.
Integrity Beyond the Policy
Incentive structures that quietly reward the behaviour the policy forbids, the treatment of a top performer who breaches, and what those decisions teach everyone watching.
Learning Outcomes:
Distinguish governance from management and keep the accountability chain intact
Assess board composition and effectiveness beyond a compliance checklist
State director duties and the limits of relying on management or advisers
Structure board committees so each does distinct work
Apply the MCCG and write a credible departure explanation
Handle related party transactions with proper disclosure and abstention
Design a whistleblowing channel that people are willing to use
Recognise where incentives contradict the stated integrity position
Duration: 1 Day (8 Hours)
Training Hours: 9:00 AM to 5:00 PM
Level: All levels
Training Mode: Physical, Online, or Hybrid
HRD Corp SBL-KHAS Claimable
Certificate of Completion included
Related programmes:
Directorship Essentials for New Board Members (two days on an individual director's own duties and personal liability)
Frequently Asked Questions
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