Fault Lines in Corporate Governance : Directors Versus Shareholders
The economic downturn faced by the Asian countries in 1997 highlighted the importance of good corporate governance practices. Entailed from that crisis, measures undertaken towards improving the standard of corporate governance within the Malaysian corporate sector have been extensive. The Malays...
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| Format: | Thesis |
| Language: | English English |
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2004
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| Online Access: | http://psasir.upm.edu.my/id/eprint/6050/1/FEP_2004_11.pdf |
| _version_ | 1796967086620147712 |
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| author | Hassan, Halyani |
| author_facet | Hassan, Halyani |
| author_sort | Hassan, Halyani |
| collection | UPM |
| description | The economic downturn faced by the Asian countries in 1997 highlighted the
importance of good corporate governance practices. Entailed from that crisis,
measures undertaken towards improving the standard of corporate governance
within the Malaysian corporate sector have been extensive. The Malaysian Code
on Corporate Governance were introduced by the Malaysian Institute of
Corporate Governance. The Kuala Lurnpur Stock Exchange Listing
Requirements were revamped. Other rules and legislation which were already in
existence were viewed afresh. But they are all subject to ambiguities which may
affect a conflict-free relationship between directors and shareholders and
consequently affect the standard of corporate governance.
This thesis intends to emphasize the fault lines or conflicts which hinder a better
relationship between directors and shareholders who are the most important
organs in a corporation.
The dichotomy between control and ownership which refers to directors who hold
the control and shareholders who hold the ownership, has contributed to the
existence of the fault lines. These fault lines are discussed in several areas of
company law for instance, power to manage, refusal to register transfer of shares,
winding up and general meeting. The research methodology adopted for this
thesis involves judicial and legislative interpretation combined with comparative
analysis from other jurisdictions with positive developments. Analysis of case
law has shown the approach taken by the courts in solving conflicts between
directors and shareholders. This study proposes some recommendations, for
instance, amending the ambiguous provisions concerning the power to manage
and to wind up corporation and expanding the concept of fiduciary duty beyond
its traditional scope to apply to the shareholders in exceptional circumstances.
These proposals aim at providing a balance of power between these two organs.
Although corporate governance covers a wider scope than merely focusing on the
directors and shareholders relationship, improving this relationship will
consequently improve the standard of corporate governance. Both directors and
shareholders have their own role in achieving that purpose. In the final analysis,
assisted by relevant rules and regulations and their conscious conduct in
improving their relationship, a better standard of corporate governance can be
attained which will implicitly affect the corporate economic condition. |
| first_indexed | 2024-03-06T07:08:45Z |
| format | Thesis |
| id | upm.eprints-6050 |
| institution | Universiti Putra Malaysia |
| language | English English |
| last_indexed | 2024-03-06T07:08:45Z |
| publishDate | 2004 |
| record_format | dspace |
| spelling | upm.eprints-60502023-01-05T07:39:11Z http://psasir.upm.edu.my/id/eprint/6050/ Fault Lines in Corporate Governance : Directors Versus Shareholders Hassan, Halyani The economic downturn faced by the Asian countries in 1997 highlighted the importance of good corporate governance practices. Entailed from that crisis, measures undertaken towards improving the standard of corporate governance within the Malaysian corporate sector have been extensive. The Malaysian Code on Corporate Governance were introduced by the Malaysian Institute of Corporate Governance. The Kuala Lurnpur Stock Exchange Listing Requirements were revamped. Other rules and legislation which were already in existence were viewed afresh. But they are all subject to ambiguities which may affect a conflict-free relationship between directors and shareholders and consequently affect the standard of corporate governance. This thesis intends to emphasize the fault lines or conflicts which hinder a better relationship between directors and shareholders who are the most important organs in a corporation. The dichotomy between control and ownership which refers to directors who hold the control and shareholders who hold the ownership, has contributed to the existence of the fault lines. These fault lines are discussed in several areas of company law for instance, power to manage, refusal to register transfer of shares, winding up and general meeting. The research methodology adopted for this thesis involves judicial and legislative interpretation combined with comparative analysis from other jurisdictions with positive developments. Analysis of case law has shown the approach taken by the courts in solving conflicts between directors and shareholders. This study proposes some recommendations, for instance, amending the ambiguous provisions concerning the power to manage and to wind up corporation and expanding the concept of fiduciary duty beyond its traditional scope to apply to the shareholders in exceptional circumstances. These proposals aim at providing a balance of power between these two organs. Although corporate governance covers a wider scope than merely focusing on the directors and shareholders relationship, improving this relationship will consequently improve the standard of corporate governance. Both directors and shareholders have their own role in achieving that purpose. In the final analysis, assisted by relevant rules and regulations and their conscious conduct in improving their relationship, a better standard of corporate governance can be attained which will implicitly affect the corporate economic condition. 2004-01 Thesis NonPeerReviewed text en http://psasir.upm.edu.my/id/eprint/6050/1/FEP_2004_11.pdf Hassan, Halyani (2004) Fault Lines in Corporate Governance : Directors Versus Shareholders. PhD thesis, Universiti Putra Malaysia. Corporate governance - Malaysia - Case studies English |
| spellingShingle | Corporate governance - Malaysia - Case studies Hassan, Halyani Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title | Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title_full | Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title_fullStr | Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title_full_unstemmed | Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title_short | Fault Lines in Corporate Governance : Directors Versus Shareholders |
| title_sort | fault lines in corporate governance directors versus shareholders |
| topic | Corporate governance - Malaysia - Case studies |
| url | http://psasir.upm.edu.my/id/eprint/6050/1/FEP_2004_11.pdf |
| work_keys_str_mv | AT hassanhalyani faultlinesincorporategovernancedirectorsversusshareholders |