حاکمیت شرکتی و عملکرد شرکت در مالزی Corporate governance and firm performance in Malaysia

1. Introduction Corporate governance plays a crucial role to shape up a firm as also to make it competitive with global firms (Iwasaki, 2008; Ehikioya, 2009). Corporate governance legislation and guidelines issued by government agencies and international bodies, when implemented, help the firm in specific and country, in general, to attract foreign investments. These corporate governance codes would ensure investors’ safety, protecting them from corporate scandals. Increasingly, it has been recognized that there is no one-size-fits-all approach to achieving effective governance (Bhagat and Bolton, 2008; Black et al., 2014). Evidence suggests that the governance practices vary across nations (Shleifer and Vishny, 1997; Doidge et al., 2007; Anderson and Gupta, 2009). This difference has been attributed to the institutional development background of the country (North, 1990; Peng and Jiang, 2010; Judge et al., 2008). Regulating governmental bodies try to come up with governance codes based on international best practices that suit their business environment. The Malaysian government framed corporate governance codes such as Malaysian Code of Corporate Governance (MCCG, 2000, 2007 and 2012) in line with the Sarbanes-Oxley Act (SOX) of 2002 in the USA, the Principles of Good Corporate Governance and Best Practice Recommendations (ASX Corporate Governance Council, 2003 and 2007) in Australia, Enactment of Clause 49 of the Listing Agreements by Securities and Exchange Board of India (SEBI) in 2005, the Combine Code on Corporate Governance 2003, in the UK and others. The high-level finance committee in Malaysia has made concerted efforts to reform corporate practices to promote corporate governance in Malaysia. The first MCCG was issued in the year 2000 (MCCG, 2000). A revised version MCCG (2007) was introduced to strengthen the roles and responsibilities of the board of directors, audit committee and the internal audit function. Later, the Corporate Governance Blueprint 2011 was released by the Securities Commission Malaysia to enable for more stringent corporate governance guidelines for companies in Malaysia. Based on this blueprint, a new MCCG 2012 (MCCG, 2012) was issued to augment board structure and composition. The observance of MCCG (2012) by companies was made voluntary. Listed Malaysian companies were required to report on their compliance with the principles and recommendations of MCCG (2012) in their annual reports. According to the high-level finance committee report on corporate governance 1999, Malaysia, corporate governance is defined as “the process and structure used to direct and manage the business and affairs of the company towards enhancing business prosperity and corporate accountability with the ultimate objective of realizing long-term shareholder value whilst taking into account the interests of other stakeholders”. MCCG 2012 (MCCG, 2012) encapsulates eight principles and the corresponding 26 recommendations of the high-level finance committee report. These principles established clear roles and responsibilities of the board, strengthening board composition, reinforce the effectiveness of independent directors, their commitments, uphold integrity in financial reporting, recognize and manage risks, ensure timely and high-quality disclosure and recognizing the relationship between company and shareholders. To highlight these changes, a comparison between the MCCG 2007 and 2012 is given in Table I.