10 SIDC CPE points May be applied towards SSM CPE Points Companies Bill Symphony Digest Sdn. Bhd. ( 8 7 0 3 5 9 - P ) 69-3, Block F Zenith Corporate 21 April 2015 Park Jalan SS7/26 Kelana Jaya 47301 Petaling Jaya Selangor T:603-78062806/16 603-78872806 F:603-78062800 [email protected] www.symphonydigest.com The Companies Bill is expected to replace the Companies Act with many changes to key provisions. Companies undertaking or planning to undertake corporate and strategic restructuring must take these changes into consideration to avoid having to go back to the drawing-board later. This workshop enables the management and the board of directors to learn and discuss the impact of these material changes within the company’s own environment. COMPANIES ACT WILL BE REPLACED BY COMPANIES BILL Symphony Digest Sdn. Bhd. is an official training partner of Bond Pricing Agency Malaysia Sdn. Bhd. Who Should Attend?  Investment Bankers  Accountants  Commercial & Corporate Bankers  Fund Managers  Compliance Officer  Corporate Advisors  Directors  Company Secretaries  Entrepreneurs  Corporate Professionals  CMSRL Holders  Corporate Governance Practitioners  Public Course Outline Shares - Changes to Rules of Allotment, Issuance, Buy Back, Redemption, etc • The no par value shares regime  Effect on share premium account and capital redemption reserves Meetings of Board & Shareholders Procedures & Changes • Board meetings  The codification of board meetings in the 4th Schedule, implications and weaknesses • Allotment of shares  Powers to directors to allot shares without shareholders’ approval, issuance of share certificates for private companies • Issue of new shares  Pre-emptive rights of shareholders to new shares issued • Transfer of shares  Requirement for instrument of transfer, refusal of registration of transfer • Passing of members’ resolutions  Simplifying the definition and requirements of Ordinary  Special Resolutions, circulation of members’ written resolution at general meetings • Written Resolutions  Simplifying the rules on members’ written resolutions, requirements, implication and effect • Proxies • Solvency test for redemption of shares, financial assistance for buying of shares and reduction of share capital  Procedures, implication & offences • Reduction of share capital  New provision to facilitate the reduction of capital & procedures • Dividends  Rules on payment & directors’ liability  Change to rules on appointment & termination of proxies • Notice of meetings  Giving of notice in electronic form, contents of notice & changes to the giving of special notice to remove directors and auditors • Attendance of auditors at general meetings  New rules on attendance of auditors • Procedures at general meetings  Venue of meetings, quorum, chairman & his powers, duties & responsibilities Incorporation of Companies & Company Administration - Changes & Procedures • Incorporation  Changes to rules of incorporation & requirements, waiver for requirement of a constitution • One Person Company  New business vehicle allowed under the new Bill, its implications & pitfalls • Registered office  Purpose and requirements of a registered office & keeping of documents at registered office, rights of inspection of documents at registered office • Form of documents to be kept under the Act  Relaxation of the requirements compared to the Companies Act 1965 • Changes to statutory registers  Deadline for effecting changes & duties of a company • Execution of documents  Execution of documents without a common seal New Corporate Rescue Mechanism • Judicial Management  Process, criteria & procedures, appointment & disqualification of judicial manager, effect of judicial management order, powers & duties of judicial manager, rights of creditors • Corporate Voluntary Arrangement  Process, criteria & procedures, implementation of proposal, challenging of decisions • Winding Up  Changes to the definition of ‘inability to pay debts’, effective date of commencement of winding up • Striking off company from the register  Clarifying the rules and powers of the Registrar, simplifying the rules and procedures for striking off Trainer’s Profile Kenneth Foo is a Chartered Company Secretary practising since 1991 under his firm of KL Management & Secretarial Services. As a Practising Chartered Secretary, he offers advice and consulting on corporate secretarial, accounts and finance, management consultation and planning, company administration and company law matters. Mr Kenneth Foo attended TAR College in 1980 where he sat for and passed the examinations conducted by the Institute of Chartered Secretaries & Administrators, United Kingdom in 1982. Subsequently, he also sat for and passed the examinations conducted by the University of London (External) and obtained the Bachelor’s Degree in Law (2nd Class Honours) in 1992. He also sat for and passed the Certificate in Legal Practice (CLP) conducted by the Legal Qualifying Board in 1993. He has been practising as a Chartered Secretary under his own firm, KL Management & Secretarial Services since 1991. Kenneth served as a Council member of the Malaysian Institute of Chartered Secretaries & Administrators (MAICSA) from 2006 to 2009 and has been a member of various Committees in MAICSA since 2003 until to-date. Kenneth is currently the honorary secretary of the Malaysian Corporate Counsel Association, a non-governmental organization focused on in-house and corporate counsels in Malaysia. He is also an adjunct lecturer at Kolej Tunku Abdul Rahman in case studies, corporate law, corporate secretarial practice and corporate governance. Kenneth is an accredited speaker for MAICSA, the Malaysian Association of Company Secretaries (MACS), the Malaysian Institute of Accountants (MIA) and the training arm of Suruhanjaya Syarikat Malaysia, COMTRAC. Other Upcoming SIDC CPE Workshops The Anti-Money Laundering and Anti-Terrorism Financing Act 2001 – What Every Professional in the Financial Industry Must Know (28 April 2015) How to Avoid Mistakes in the Stock Market (29 April 2015) Contract Law of Financial Professional (28 May 2015) For Registration: Companies Bill (21 April 2015) Name: Name: Designation: Designation: Department: Department: Company: Company: Address: Address: Tel: Tel: Fax: Fax: Email: Email: CMSRL Holder: Yes No CMSRL Holder: Yes SALE No Contact for administrative matters if different from above Name: Department: Tel: Fax: Email: Date: 21 April 2015 (Tuesday) Workshop duration and time: 1 day, 9.00 am to 5.00 pm Venue: Bukit Kiara Equestrian & Country Resort, Kuala Lumpur Course fee (inclusive of course materials, lunch and 2 tea breaks): RM400 Registration is confirmed upon receipt of payment, unless otherwise notified. Payment Options Cheque Bank ___________Cheque No. _____________Amount RM ____________ Payable to Symphony Digest Sdn. Bhd. *Please write company name and programme at the back of the cheque and mail to 69-3, Block F, Zenith Corporate Park, Kelana Jaya, 47301 Petaling Jaya, Selangor. Bank Transfer Account holder: Symphony Digest Sdn. Bhd. Bank: Maybank Berhad A/C No.: 512688105442 *Please e-mail or fax (03-7806 2800) us the bank-in slip / transfer confirmation together with the completed registration form. Note: For cancellations less than 14 days before event or non-arrival on the training day, no refund will be given. Substitution is allowed. . Should the number of participants be too low to make the course a meaningful learning experience, Symphony reserves the right to postpone or cancel the course.