Law in Asia | INDEPENDENT DIRECTORS IN CORPORATE GOVERNANCE

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BTF5050 Comparative Business Law in Asia

Winter Semester 2016

 

1.There have been a number of significant Constitutional changes in both Malaysia and Indonesia since 1970.  Discuss and compare the impact the Constitutional framework in Malaysia and Indonesia, and changes to that framework, have had on the economies of the two nations.  In other words, how have the Constitutions of each country influenced economic policy?

 

2.What should a foreign business proprietor know about the federal division of governmental (legislative, executive and judicial) powers in Malaysia?  Compare this to the way in which regional governmental autonomy operates in Indonesia.  What are the advantages and disadvantages (costs) of each model for foreign businesses seeking market entry?  Your answer should demonstrate an understanding of the historical reasons for federalism in Malaysia and for Indonesia’s refusal to adopt a federal model, as well as understanding of the social costs and benefits of a federal system versus a unitary state with some regional autonomy.

 

3.Discuss the challenges of operating a food related international business in Malaysia or Singapore. What are the business environment challenges that you will face, in regards to establishing and operating such a business? Use one recent example that illustrates these difficulties.

 

4.Comment on the changes to the Housing and Property Board Bill (Johor) 2014 and the implication of this bill in regards to the separation of powers as well as the relationship between politics, economics and law.

 

5.[This question seems macro economic as is directs attention to interest rate policies. Was this the intention or was the question about how Singapore combines social welfare policies, such as public housing, with a neo-liberal legal system?] Dr Goh Keng Swee, arguably the first architect of Singapore’s economy, once said that Singapore had a “socialist economy that works” (Goh Keng Swee, 1976) — that is, an economy that was at once communitarian as well as market driven, socialist as well as capitalist. Nowadays it is more described as a “market driven guided economy”.  Comment on these descriptions of Singapore’s economy and underlying policies.

Goh Keng Swee (1976), ‘A socialist economy that works’ in C.V. Devan Nair ed.,Socialism that works: The Singaporean way, Federal Publications: Singapore

6.As a result of the Asian Financial Crisis in 1997-98, the corporate bankruptcy regimes of both Indonesia and Malaysia underwent significant reform and development. Both countries took very different approaches toward reform. What were the factors – national, international, legal and political in nature – which influenced the reform process? Would you describe these reforms as success? And if so, how do you define success? How have these factors contributed to the success or failure of the reform?

7.Examine the concept of ‘The ASEAN Community’ from the time of its emergence until the present.  What are the political, economic and social forces that have shaped that concept over the years since 1967?   Do you think it is a useful concept for the 21stCentury?  What are the forces that detract from a sense of ‘Community’ in ASEAN and what forces strengthen ASEAN as a Community of nations?

8.The use of independent directors in corporate governance is seen as a method of improving the ability of boards of directors to perform their function of monitoring the activities of management and decreasing the risk of scandal.  Has the introduction of independent directors in corporate governance achieved these aims?  Why or why not?   Draw on the experience of at least two ASEAN nations to illustrate your answer.

9.Select one East Asian country and discuss how the competition law regime is regulating the economy. You should explore why the competition law was adopted in the first place and what policy objectives it serves today. Illustrate your answer with case studies showing the areas where the competition law is applied. What do the case studies show about the regulatory influence of the competition law? How do the regulatory objectives differ (if at all) from those promoted by the US competition law regime?

 

10.Recent corporate scandals in Malaysia have involved 1MDB and other major financial organisations.  Most recently, the 1MDB scandal has spilled over into Singapore. What changes to corporate law and securities law would you recommend to minimise the risk of similar scandals reoccurring?  Explain your recommendations.

11.Discuss how legal reforms since the early 2000s have served to increase and/or detract from the independence of the judiciary. What does judicial independence mean—independent from what or whom? How does judicial independence affect commercial dispute resolution? Does it influence the way commercial law is interpreted and applied and what are the consequences for foreign businesses?  Draw on the recent experience of one East Asian country to answer these questions.

12.What influence, if any, do multi-national agreements and arrangements negotiated within ASEAN forums have on the evolution of commercial law in Malaysia and/or Indonesia?  Has ASEAN had an overall positive or negative influence on the evolution of commercial law in Malaysia and/or Indonesia?

13.Assume you are an Australian business with a commercial subsidiary operation in Malaysia.  Your subsidiary company is based in Sarawak is 30% Australian-owned but with a majority Australian presence on the board.  Examine recent (since 2010-11) legal changes at the state-level, at the federal level, and at the regional level that have impacted upon the operations of the subsidiary operation in Sarawak.  Which level of government has had the most significant influence?

14.Select one East Asian country and discuss how land taking disputes influence the availability of land for commercial investment. You should discuss the legal regime that grants the state powers to compulsory acquire land for commercial projects and the strategies (both legal and extra-legal) used by land users to oppose land taking or gain more compensation. For example, can land users use courts to advance their interests or do they rely primarily on political lobbying and civil protest? Illustrate your answer with case studies.

15.Explore the role of public and private finance in economic development.  Is the nature and quality of economic development more important than the size of economic growth?  Does your answer determine the relative roles of public and private finance in economic development?.

Description

This study focuses on understanding the role of independent directors in corporate governance and whether it achieves the aim of improving ability of board of directors in performing their functions and management in order to minimize risk of scandal in the ASEAN nations. This chapter introduces the research topic and discusses the background of the study as well as establishing the research aims, objectives and questions.