EXAMINATION SYLLABUS new 1 - Chartered Secretaries Malaysia (MAICSA)

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Examination Syllabus

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CHARTERED SECRETARIES MALAYSIA

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contentsINDEX TO SYLLABI

CERTIFICATE IN CORPORATE ADMINISTRATION

Part 1 Business Writing and Communication 6 Fundamentals of Accounting 7 Basic Business Law 9 Business Organisation and Administration 10

Part 2 Compliance and Statutory Forms 11 Corporate Regulatory Framework 12 Meetings and Minutes Writing 13

PROFESSIONAL DIPLOMA IN CORPORATE ADMINISTRATION Part 1

Business Law 15 Business Organisation and Management 17 Business Accounting 18 Business Ethics 19

Part 2 Business Finance 20 Business Strategies 21 Corporate Compliance and Practice 23 Law and Practice of Meetings 24

ICSA INTERNATIONAL QUALIFYING SCHEME

Professional Part 1 Strategic and Operations Management 26 Corporate Law 28 Financial Accounting 30 Taxation 32

Professional Part 2 Corporate Governance 35 Corporate Secretaryship 38 Corporate Financial Management 40 Corporate Administration 42

Please visit our website www.maicsa.org.my for more updates

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THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS

The Institute of Chartered Secretaries and Administrators is the leading recognised professional body for Chartered Secretaries and Administrators in the United Kingdom and throughout the world. The Institute was formed in 1891 when a small group of company

secretaries saw the need for a company secretary to be professionally qualifi ed and to have specifi c education and training for such an appointment.

The Institute was granted the Royal Charter in 1902, which set the seal of authority and royal recognition on that belief. Nearly 70 years later the importance of the company secretary’s role was confi rmed in the Court of Appeal where it was stated that “Nowadays the secretary is a much more important person than in 1887; he is an offi cer of the company with great responsibility....”.

Chartered Secretaries are qualifi ed in company law, accounting, corporate governance, administration, company secretarial practice and management and are trained to chart a course through regulation, legislation and best practice in order to deliver effective operations. The Institute has 44,000 members and 28,000 students in over 90 countries.

THE MALAYSIAN INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS

The Malaysian Institute of Chartered Secretaries and Administrators, in short, MAICSA was founded in 1959 as an affiliated body to The Institute of Chartered Secretaries and Administrators, United Kingdom. Membership

of the Institute is limited only to members of the Institute residing in Malaysia, namely Fellows and Associates, Graduates and students.

MAICSA as a premier professional body in company secretaryship and administration exists to serve the needs of the various sectors of society, in particular, the corporate sector. As befi tting a dynamic organisation, the Institute strives to be sensitive to changes and changing socio-economic developments within the country, and actively participates in the enhancement of corporate governance in all its manifold activities centred around greater transparency, accountability, integrity and professionalism. MAICSA aims not only to generate a cadre of professional and trained manpower but also acts as a catalyst for the growth and development of the commercial and industrial sectors of our country.

As the premier professional body in corporate secretaryship and administration, MAICSA is committed to ensuring the following objectives :

• Maintenance of the highest standards of integrity and ethical values incorporating the element of best practice in all its endeavours.

• Raising the profi le of the members it represents through an increased awareness of the contribution made by professional administrators in various organisations which inter alia increases the recognition accorded to Chartered Secretaries.

• Contributing to the development and well-being of the people and the nation of which it remains a vital vibrant and integral component.

In line with its mission and objectives the corner-stone of which is continuous education to enhance professional skills, the Institute places great emphasis on the holistic development of the individual. A continuous learning culture is fostered by the Institute through continuing professional education and training to ensure the systematic development and extension of members’ professional and managerial knowledge and to better serve both the private and public sectors of Malaysia.

SYLLABI

The detailed syllabi for all modules are outlined on the following pages.

• All syllabuses are based on Malaysian Law, Standard and Practice. Therefore, examination questions must be answered in reference to Malaysian Law, Standard and Practice.

• The standard of knowledge and understanding required in the Institute’s examinations is high and it is therefore most important that students should read around the subject areas as widely as possible. The reading lists, which are not exhaustive, contain recommended reading together with other suggested associated texts.

• Students are expected to keep abreast of changes in the law

affecting the modules which they are studying. Generally, however, a detailed knowledge of new legislation will not be expected in examinations held within six months of the passing of the relevant Act. Syllabus changes will be notifi ed to teaching establishments, and will be published for the information of students in the Institute’s Newsletter and website.


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CERTIFICATE IN CORPORATE ADMINISTRATION

Part 1 Business Writing and Communication 6 Fundamentals of Accounting 7 Basic Business Law 9 Business Organisation and Administration 10

Part 2 Compliance and Statutory Forms 11 Corporate Regulatory Framework 12 Meetings and Minutes Writing 13


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SYLLABUS

DESCRIPTION

With globalisation and increasing multi-diversity in the workforce, the ability to communicate well is one of the key factors for success in any business organisation. In fact, people who communicate well have a distinct advantage over those who don’t.

This course is designed to provide students with an understanding of basic communication as well as the appropriate tools and conventions to be applied in good written and oral communication. The human and psychological aspects of communication are also emphasised.

LEARNING OUTCOME

Upon completion of this module, the student should be able to:• Appreciate the importance of personal skills (listening, writing,

speaking) in communication • Write effective business letters, memos, e-mails, bulletins and

other brief messages using the correct format, salutations and closings.

• Communicate effectively and be critical of their own work.• Maintain trust and goodwill even when required to write negative

(bad) news messages.• Make effective and forceful presentations using appropriate

visuals/technological tools.

LEARNING CONTENTS

Introduction to Communication Theory• Definition of business communication• Nature and function of communication• The communication process, channels and communication

barriers• Guidelines for overcoming communication barriers

Personal Skills in Communication• Effective communication in teams• The art of listening• Verbal (face-to-face) communication• Non-verbal communication (use of face, body language, para

language, time etc.)

Written Communication I• Language, style, tone, readability and grammar• Writing letters, memos, e-mails, bulletins and other brief

messages• Strategies for writing routine, positive, bad-news and persuasive

messages• Applying the correct formats and conventions to the various

types of communication.

Written Communication II• Writing business reports and proposals.• Types and purpose of reports• Format, approach, structure and layout of reports• Usage of visuals in enhancing reports.• Distinguish between fact and opinion, and making them clear

in report.

Presentation Skills and Public Speaking• Planning, Writing and Completing oral presentations• Learning to speak with confidence and making an effective

sales pitch• Effective use of facial expressions, body language, humour

and visuals in making effective presentations

Employment Messages & Interviewing for Employment• Planning and writing effective resumes• How to perform well during interviews• The Do’s and Don’t’s during interviews• Follow up after the interviews

RECOMMENDED READING

1. Thill, J. V. & Bovee, C. L. (2005), Excellence in Business Communication, 6th Edition. Prentice Hall.

2. Guffey, M. E., Rhodes, K. & Rogin, P. (2005), Business Communication: Process & Products. 4th Edition. South Western.

3. Young, D. J. (2006), Foundations of Business Communication: An Integrative Approach. McGraw Hill Irwin.

4. Bovee, C. L. & Thill, J. V. (2005), Business Communication Today. 8th Edition. Prentice Hall.

FURTHER READING

1. Chaney, L. H. & Jeanette, S. M. (2004), Intercultural Business Communication. 3rd Edition. Prentice Hall.

2. Guffey, M. E. (2003), Business Communication. 4th Edition. South Western.

Certificate In Corporate Administration (CCA): Part 1

BUSINESS WRITING AND COMMUNICATION

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SYLLABUS

DESCRIPTION

This syllabus is designed for candidates who have little or no knowledge of accounting. It provides the elementary knowledge essential for the accounting practice of bookkeeping and preparation of ledger accounts, trial balance, profit and loss accounts and balance sheet. It provides the underpinning knowledge for the subject Business Accounting for candidates who aspire to pursue the Professional Diploma in Corporate Administration programme.

LEARNING OUTCOME

On completion of this subject, the student should be able to: • Discuss the basic accounting principles, concepts and rules

that underpin the preparation of accounts• Identify the source documents that provide the necessary

financial information for recording purposes• Explain the process of how financial transactions are

recorded and accounted for from source documents to ledger accounts

• Use specialized journals to record credit transactions• Apply general journal entries on certain transactions and post

them to the ledger accounts• Record bank and cash transactions based on sound internal

control procedures• Use control accounts to record credit transactions• Prepare a simple trial balance, profit and loss account and

balance sheet

LEARNING CONTENTS

Introduction to basic accounting principles and its applications• Definition of accounting• Types of businesses• Basic accounting principles• Business operating cycle• Financial periods and balance sheet date• Accrual concept of accounting

Basic book entry• Definition of bookkeeping• Five groups of accounts• Inventories• Chart of accounts and classification of accounts• Accounting equation• Rules governing double entry• Cash and credit transactions

Source documents and specialized journals• Definition of source documents• Sales invoices• Receipts• Purchase invoices• Cheques• Adjustment notes• Entries in the accounts and overview of trial balance• Sales journal• Sales returns journal• Purchase journal• Purchase returns journal• Cash payments journal• Cash receipts journal• Accounting for inventories

General Journal entries• Introduction• Narrations• Opening general journal entry• Recording transactions in the general journal and posting them

to the ledger accounts • Benefits of journal entries

Introduction to ledger accounts• Definition of ledger entries• Types of ledger accounts• Balancing ledger accounts

Control accounts and subsidiary accounts• Definitions• Understanding accounts receivable control account• Understanding accounts payable control account• Posting between control accounts and subsidiary accounts• Posting to ledger accounts

Cash Account and Bank Account• Introduction• Purpose of cash book• The two-column cash book and three-column cash book• Source documents for cash book• Cash discounts• Contra entries• Dishonoured cheques• Recording transactions in the three-column cash book

Petty cash book• Purpose of petty cash book• The imprest system and its features• Columnar petty cash book• Source documents for petty cash• Posting to ledger accounts• The importance of cash control• Internal control procedures for cash receipts and cash

disbursements


FUNDAMENTALS OF ACCOUNTING

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Preparing the Trial Balance• Definition of trial balance• Purpose of trial balance• Checklist for posting to ledger accounts• Detecting errors in trial balance• Rules of contras• Steps of posting to the general and subsidiary accounts• Preparation of a trial balance• Limitations of a trial balance

Final accounts• Components of trading account• Presentation of trading account• Components of profit and loss account• Presentation of profit and loss account• Capital account and its components• Preparation of balance sheet• Preparing final accounts from trial balance

RECOMMENDED READING

1. David, W. (2003), Introductory Accounting, 2nd Edition, McGraw-Hill.

2. Loh, B.F. and Ng K.H. (2006), Accounting: Principles and Applications, Pearson Education South Asia Pte Ltd.

3. Wood, F. & Sangster A. (2005), Business Accounting 1, 10th Edition, FT Prentice Hall.

4. Dyson, J.R. (2004), Accounting for Non-Accounting Students, 6th Edition, Financial Times Press.

5. Isa, Shaari (2004), Accounting Principles, Pearson Malaysia Sdn Bhd.


FUNDAMENTALS OF ACCOUNTING

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SYLLABUS

DESCRIPTION

In this globalised world, commerce has become increasingly important. Both businessmen and businesswomen will, in the course of their work, enter into many different legal relationships with other parties. For example a manager of a business enterprise may enter into a contract of employment with his or her employer. It is therefore vital that we understand the law, and how it affects our work and business. Without a sound knowledge of the basic elements of Business Law, one may not be able to function efficiently and effectively in today’s business environment. This subject provides an overview of the major aspects of business law, namely: law of contract, law of agency, sales of goods, hire purchase, negotiable instruments and basic employment law.

LEARNING OUTCOME

Upon completion of this subject, students will be able:• to understand the essentials of a contract and remedies for its

breach• to examine the creation of an agency, duties and liabilities of

agents and principals• to appreciate the terms of sales of goods and hire purchase

agreements, and the rights and liabilities of purchasers, sellers, hirers and owners respectively

• to observe the nature of negotiable instruments in particular bills of exchange and cheques

• to appreciate the employment relationship between an employer and an employee

LEARNING CONTENTS

IntroductionDefinition of law, classification of law, sources of business law

Law of ContractElements of a contract including offer and acceptance, consideration, capacity to contract, consent, intention to create legal relations and certainty. Terms of contracts i.e. express, implied and exclusion clauses. Void, voidable and illegal contracts. Discharge of contract by performance, agreement between two parties, frustration and breach. Remedies for breach of contract i.e. damages, specific performance and injunction.

Law of AgencyDefinition of agency and the general nature of an agency. Creation of agency by express and implied agreement, ratification, estoppel and necessity. Termination of agency through act of parties and operation of law.

Sale of GoodsElements of contract for sale. Terms of contract i.e. conditions and warranties. Implied terms including sale by description, sale by sample, undertaking as to quality and undertaking as to fitness. Transfer of risk, Transfer of title (nemo dat quad non habet rule). Remedies for breach to the sellers and buyers.

Hire PurchaseNature of hire purchase agreement. Formalities for a valid hire purchase agreement. Terms of hire-purchase agreement. Statutory rights of hirers. Repossession Termination of hire purchase agreement.

Negotiable InstrumentsIntroduction to negotiable instruments. Nature, characteristics, negotiation, and acceptance of bills of exchange, Indorsements, delivery, liability of parties. Holders of bills payment of bills of exchange. Cheques.

Employment LawDefinition of an employee. The contract for service and contract of service. Termination of the employment relationship through unfair dismissal, constructive dismissal, redundancy and lay-off.

RECOMMENDED READING

1 Abdul Majid and Krishnan Arjunan, Business Law in Malaysia, Lexis Nexis, Malayan Law Journal, 2005

2 Lee Mei Pheng, General Principles of Malaysian Law, 5th edition, Fajar Bakti, 2005

3 Nuraisyah Chua Abdullah, Business Law in Malaysia, Pusat Penerbitan Universiti (UPENA), Universiti Teknologi MARA, 2003

4 Wu Min Aun and Beatrix Vohrah, Commercial Law of Malaysia, Longman, 2nd edition, 1991, Updated 2000

FURTHER READING

1 ER Hardy Ivamy and Vincent Powell Smith, Malaysian Law of Sale of Goods-Cases and Materials, Butterworths, 1995

2 Lee Mei Pheng and Detta Samen, Commercial Law in Malaysia, Malayan Law Journal, 1997

3 Maimunah Aminuddin, Malaysian Industrial Relations and Employment Law, McGraw Hill, 5th edition, 2006

4 Poh Chu Chai, Law of Negotiable Instruments, Malayan Law Journal, 5th edition, 2001


BASIC BUSINESS LAW

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SYLLABUS

DESCRIPTION

This subject provides an introduction to the theories and practice of management as well as organisations. This subject is also designed to allow students to understand behaviour in the organisations at the individual and group levels. The ultimate objective of this subject is to provide introductory knowledge and understanding on the ways in which people manage and are managed in organisations. A range of concepts, theories, methods of enquiry and paradigms on the processes of organisations will be explored.

LEARNING OUTCOME

On completion of this module, the student should be able to understand:• The pr inciples and concepts of management and

organisation.• The various theories of management.• The basic functions and roles performed by a manager.• The management functions and processes within a business

organisation.• Individual processes and behaviour in terms of personality,

perceptions, attitudes, motivation, learning and performance.• Group processes and behaviour in terms of communication,

work teams, decision making and conflict.• The effective leadership in business organisation• Organisational processes in terms of job design, culture, ethics,

change and innovation and organisational power and politics.

LEARNING CONTENTS

Introduction to Business Organisation. Definition of Organisation. Types of Business Organisation. Functional Areas in Business Organisation – Production, Research & Development, Marketing, Human Resource, Finance and Accounting.

Theories of Management.Scientific Management theory, Behavioural Management Theory, Systems Theory and Contingency Theory.

Management and Manager. Definitions of Management. Importance of Management. Levels of Management – Top, Middle and First-line. Management Functions: Planning, Organising, Leading and Control. Mintzberg’s Managerial Roles. Managerial Skills - Conceptual, Human and Technical.

Individuals in Organisation. Personality and Individual Differences. Personality Theories. Personality Traits. Emotional Intelligence. Atitudes. Perception. Stress. Individual Learning and Performance. Learning Process. Learning Styles. Rewarding and Correcting Performance.

Motivation. The Concept of Motivation. Foundations of Motivation. Motivation

Theories - Needs, Equity, Expectancy and Goal Setting. Job Design and Empowerment for Motivation.

Work Teams and Group Conflict. Group and Work Team. Types of Teams – Formal, Informal, Temporary, and Permanent. Team Processes. Group Behaviour. Team Building Activities. Managing Team Conflict. Group Decision Making. Groupthink and Group Polarisation.

Organisational Structure. Definition of Organisational Structure. Types of Organisation Structure. Fundamentals in Organising, Authority in Organisations. Span of Control. Delegation.

Communication. The Communication Process and Channels. Communication Model. Barriers to Communication. Differences in Communication between Genders and across Cultures. Open Communication. Dialogue. Crisis Communication. Feedback and Learning.

Leadership. The Nature of Leadership. Theories of Leadership – Trait, Behaviour and Contingency. Types of Leaders – Charismatic, Visionary, Transactional and Transformational. Issues in Leadership – Cultural and Gender.

Organisational Culture and Ethics. Definition of Organisational Culture. Types and Functions of Organisational Culture. Definition of Ethics. Developing an Ethical Culture.

Organisational Change and Innovation. Lewin’s Force-Field Theory to Change. Managing Reaction and Resistance to Change. Definition of Innovation. Innovation as a Change Process. Creating a Culture for Innovation.

Organisational Power and Politics. Definition of Power. Sources of Power – Authority, Vertical and Horizontal. Definition of Organisational Politics. Managing Political Behaviour in Organisations. Impression Management Techniques.

RECOMMENDED READING

1 Daft, R.L. (2005), Management. 7th edition Publisher – Thomson-South-Western

2 Jones, G. R. & George. J. M (2006), Contemporary Management: Creating Value in Organisations. 4th edition Publisher – McGraw Hill/Irwin.

3 Hellriegel, D. & Slocum, J. W. (2007), Fundamentals of Organisational Behaviour. Publisher - Thomson-SouthWestern.

4 Jones, G. R. & George. J. M (2005), Understanding and Managing Organisational Behaviour. 4th edition Publisher – Prentice Hall.

5 Manning, G. & Curtis, K. (2007), The Art of Leadership. 2nd edition Publisher – McGraw Hill/Irwin.

6 Yulk, G. (2006), Leadership in Organisation. 6th edition Publisher – Prentice Hall


BUSINESS ORGANISATION AND ADMINISTRATION

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SYLLABUS

DESCRIPTION

This is an introductory course designed to provide fundamental understanding of the basic compliance with the Companies Act 1965 and other Regulatory Bodies. This course also will help to expose students on how to deal with the statutory forms.

LEARNING OUTCOME

On completion of this subject, the student should be able to

i) Understand the basic principles of corporate law and other regulatory bodies’ regulations.

ii) Identify the different types of statutory forms, know the principal contents and understand the importance of each one of the forms.

iii) Recognize the importance of complying with the Companies Act and Regulatory Bodies’ regulations especially in relation to filing of the statutory forms with the Registrar of Companies.

LEARNING CONTENTS

1 Types of companies

2 Incorporation of companies

3 Memorandum and Articles of Association

4 Company meetings

5 Directors, company secretaries, auditors

6 Shares, preference shares and debentures

7 Share certificate, transfer and transmission of shares

8 Charges

9 Prospectus

10 Receivers and managers

11 Winding-up

12 Regulatory bodies:• Companies Commission of Malaysia• Bursa Saham Malaysia Berhad• Securities Commission• Bursa Central Depository Sdn Bhd

RECOMMENDED READING

1. Best Practice Series. The Company Secretary: A Reference Kit.(2000). MAICSA.

2. Best Practice Series. A Guide to Annual General Meetings.(2000). MAICSA.

3. Kang Shew Meng (2005), Handbook on Company Secretarial Practice in Malaysia, 4th edition, Kuala Lumpur: LexisNexis Business Solutions.

4. Company Secretarial Practice Manual, Kuala Lumpur: MAICSA.

5. Guidebook on Completing Prescribed Forms.(2006) SSM and MAICSA

6. Malaysian Companies Act 1965.


COMPLIANCE AND STATUTORY FORMS

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SYLLABUS

DESCRIPTION

This module introduces the student to the general principles of corporate law and the general corporate framework in the administration of a corporation.

LEARNING OUTCOME

Upon completion of the module, the student should be able to• Understand the general principles of corporate law• Apply the knowledge and understanding of the principles in the

administration and secretarial practice of a corporation

LEARNING CONTENTS

Introduction• Types of business entity – sole proprietorship, partnership,

company • Differences between a partnership and a company• Differences between a company and a corporation

Sources of corporate law• Legislation• Subsidiary legislation• English cases• Listing requirements of Bursa Malaysia Securities Bhd• Self regulation

Regulatory bodies• Companies Commission of Malaysia• Registrar of Companies• Bursa Malaysia Securities Bhd• Securities Commission

Classification of companies• Statutory company• Registered company

- unlimited company and limited company- private company and public company- exempt private company and its advantages

Related companies• Holding company • Ultimate holding company • Subsidiary• Wholly owned subsidiary• ‘Sister company’

Incorporation of companies• Name of company• Certificate of incorporation• Commencement of business• Memorandum and Articles of Association

Registration of foreign companies• Name of company• Certificate of registration of foreign company• Agent in Malaysia• Cessation of business in Malaysia

Company secretary• Qualification • Appointment • Removal • Resignation• Functions and authority

Administration of company• Registered office• Service of documents• Statutory books

- Register of members/ shareholders- Register of directors, managers and secretary- Register of debenture holders- Register of substantial shareholders- Register of directors’ shareholding, debentures and

interests- Register of charges- Register of participatory interest holders- The minutes books- Books of accounts

• Common seal• Issuance of shares• Transfer of shares • Account

Directors• Qualification • Appointment

Auditors• Qualification • Appointment

Liquidation• Striking off the register • Voluntary winding-up• Compulsory winding-up

RECOMMENDED READING

1. Cheah Foo Seong (2006), Guide to Company Law and Secretarial Practice in Malaysia, Singapore: CCH.

2. Kang Shew Meng (2005), Handbook on Company Secretarial Practice in Malaysia, 4th edition, Kuala Lumpur: LexisNexis Business Solutions.

3. R Shanty, P. Janine and J Anil (2005), Concise Principles of Company Law in Malaysia, Kuala Lumpur: MLJ.

FURTHER READING

1. Aiman Nariman Mohd Sulaiman (2005), Commercial Applications of Company Law in Malaysia, Singapore: CCH.

2. Ben Chan, Philip Koh and Peter Ling (2006), Chan & Koh on Malaysian Company Law, Kuala Lumpur: Sweet & Maxwell.

3. Walter Woon (2005), Walter Woon on Company Law, Singapore: Sweet & Maxwell.


CORPORATE REGULATORY FRAMEWORK

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SYLLABUS

DESCRIPTION

Meetings play an important role in community life, social groupings, clubs and societies, and most importantly in businesses. It is at meetings that decisions are made and carried out by operational people. The syllabus covers principles and practices of the different types of meetings held within a variety of social groupings, clubs and societies, most importantly in registered companies.

During meetings the proceedings and transactions should be properly recorded by suitably appointed recording-secretary to become minutes and resolutions that are referred to by others as conclusive evidence that authority or permission has been given. Thus, students should learn how minutes and resolutions are drafted and kept permanently as evidence inference and verifications by third parties.

LEARNING OUTCOME

On completion of this module, students should be able to :-(i) Understand meetings in general and the various types of

meetings relating to different situations;(ii) Know that convening meetings have rules and procedures that

have legal consequences;(iii) Gain an understanding of the specific rules and procedures for

holding company meetings, society and club meetings;(iv) Know that public meetings have a different set of laws, rules

and regulations; (v) Understand the importance of giving notice correctly and the

purpose of agenda;(v) Understand the essential of writing minutes and resolutions;

and(vi) Appreciate the important practices involved in Meetings.

LEARNING CONTENTS

Terms Used in MeetingsThe definition of meetings and the types of regulations governing Meetings. The paper work involved in the preparation of Notices and Agenda for private Meetings of organisations. Terms that are normally used in Meetings like “The Chairman”, “Quorum”, “Inquorate”, “Motions and Resolutions”. A general appreciation of the conduct and procedure at a Meeting

Company MeetingsThe types of company Meetings that must be carried out in accordance to Companies Act 1965 and the Company’s Articles of Association. A clear understanding of the ways in which business meetings of companies are conducted, incorporating those terms mentioned earlier.

Association and Society MeetingsWhat is an Association and Society that is registered under a Societies Act 1966. The Constitution or Rules for internal regulation of a Society, particularly rules regulating conduct, convening Meetings such as Annual General Meeting, Extraordinary General Meetings. The functions of the Management Committee, Office-Bearers, Hon. Secretary and Hon Treasurer, and Committee Members.

Essentials of Public MeetingsTerms and definition used for a public meeting, public places for holding public meetings and importance of preserving public order. Public Meetings held in private places.

Minutes WritingDrafting of minutes of meetings and resolutions as a record of the proceeding and transactions at Meetings. Techniques in writing minutes and the importance of keeping minutes properly.

RECOMMENDED READING

1. Lawton P. & Rigby E., - Meetings, Their Law and Practice, M & E Handbook, 5th Edition (1992).

2. Priscilla Yap, Company Meetings: Law & Practice in Malaysia, 2nd Edition, CCH 2005.

3. Kang S.M., Directors’ & Shareholders’ Guide on AGM, MLJ 2002.

4. Societies Act 19665. Companies Act 1965

FURTHER READING

1. Cheah F S, Company Law & Secretarial Practice, Malaysia CCH 2006

2. The Chartered Secretary, Malaysia journal published by MAICSA

3. Shearman I., Shackleton on Law & Practice of Meetings, Sweet & Maxwell 8th Edition (2006)


MEETINGS AND MINUTES WRITING

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PROFESSIONAL DIPLOMA IN CORPORATE ADMINISTRATION Part 1

Business Law 15 Business Organisation and Management 17 Business Accounting 18 Business Ethics 19

Part 2 Business Finance 20 Business Strategies 21 Corporate Compliance and Practice 23 Law and Practice of Meetings 24


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SYLLABUS

DESCRIPTION

This subject aims to educate the student on the core elements of the principal areas of Business Law. Business Law plays a central and vital role in the operation of modern trade and commerce.

A person occupying a managerial position in the business world will invariably discover that some knowledge of the main areas of Business Law is essential for the discharge of his duties. A corporate manager or corporate administrator will find that his work involves, directly or indirectly, with problems associated with the law of contract, agency, sale of goods, banking, employment and other areas of Business Law. Without a sound understanding of the basic elements of the principal areas of Business Law, a modern corporate manager or administrator may not be able to function efficiently and effectively in today’s business environment.

LEARNING OUTCOME

On completion of this module, the student should be able to:• To provide a thorough knowledge of the core elements of

Malaysian Business Law together with a good understanding of other selected topics

which are related and important to business organizations.

LEARNING CONTENTS

IntroductionDefinition of law. Classification of Law. Sources of Malaysian Business Law

Law of ContractEssential elements of a valid contract including offer, acceptance, intention to create legal relations, consideration, capacity, certainty. Contractual terms and conditions, exclusion clauses. Void, voidable and illegal contracts. Vitiating factors which will set aside contracts including mistake, misrepresentation, undue influence, fraud, coercion/duress. Termination /discharge of contracts through mutual agreement, performance, frustration, breach. Remedies for breach of contract including damages, specific performance, injunction, quantum meruit. Limitation of actions

Sale of GoodsEssential elements of a contract for the sale of goods. Implied terms and conditions.Passing of property in goods. Transfer of title including the nemo dat rule and its exceptions. Performance of contract including delivery and acceptance of goods. Remedies for breach of contract including breach by the buyer and the unpaid seller’s rights. Breach by seller and the remedies of the buyer.

AgencyThe general nature of agency. Creation of agency including sub-agents. Duty of principal to agent. Duty and authority of agent. Effect of agent’s act on third parties including disclosed and undisclosed principal. Termination of agency.

Commercial DisputesArbitration. Nature and purpose. Arbitrator – appointment, powers and authority. Arbitration award. Mareva injunction and Anton Pillar orders.

Consumer ProtectionPrinciples of consumer protections including the following:

Hire-Purchase - Nature of a hire-purchase agreement. Formation and contents of hire-purchase agreement. Protection of hirers including implied conditions and warranties, hrer’s rights including assignment, early completion, right o determine hire, repossession. Exemption clauses.

Trade Descriptions - Definition of a trade description.Offences involving trade descriptions. Defences.

Direct Sales - Definition of direct sales as opposed to illegal pyramid schemes.Control of direct sales through licensing, contents of direct sales contract, cooling-off period,

Employment LawDefinition of employee. Contract of employment. Duties of employer and employee. Statutory benefits and protection accorded to employees. Termination of employment including unfair dismissal, wrongful dismissal, constructive dismissal, Redundancy.

Industrial and Intellectual Property

Copyright protectionWorks eligible for protection including performer’s rights. Duration of copyright protection.What constitutes infringement of copyright. Defences for infringement of copyright. Remedies for infringement of copyright.

PatentsDefinition of patents and patentable inventions. Duration of protection. Rights of patentee. Termination of patents.

Trade marksRegistrable trade marks. . Duration of protection. Restrictions on registration of trade marks. Effects of registration.

Negotiable InstrumentsThe law relating to negotiable instruments and bills of exchange with particular reference to cheques.

Professional Diploma In Corporate Administration (PDCA): Part 1

BUSINESS LAW

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Bankruptcy LawGeneral principles of bankruptcy law

Syariah LawConcepts and principles; commercial transactions in accordance with Syariah

RECOMMENDED READING

1. Abdul Majid bin Nabi Baksh & Krishnan Arjunan, Business Law in Malaysia, Lexis Nexis, Malayan Law Journal, 2005

2. Wu Min Aun & Beatrit Vohrah, Commercial Law of Malaysia, Longman, 2nd edition 1991, Updated 2000

3. Lee Mei Pheng, General Principles of Malaysian Law, Fajar Bakti, 5th edition, 2005

4. Khaw Lake Tee, Copyright Law in Malaysia – An Outline, Butterworths Asia, 2001

5. Teo Bong Kwang, Trade Mark Law and Practice in Malaysia, Malaysian Law Journal, 2001

6. ER Hardy-Ivamy & Vincent Powell-Smith, Malaysian Law of Sale of Goods – Cases and Materials, Butterworths 1995

7. Poh Chu Chai, Law of Negotiable Instruments, Malaysian Law Journal, 5th edition, 2001

8. Sudin Haron & Bala Shanmugam, Islamic Banking System – Concepts and Applications, Pelanduk Publications, 2001

9. Visu Sinnadurai, Law of Contract, Malayan Law Journal, 3rd edition, 2004

10. Syed Ahmad Alsagoff, Principles of the Law of Contract in Malaysia, Malayan Law Journal, 2nd edition, 2003

11. Lee Mei Pheng & Detta Samen, Commercial Law in Malaysia, Malayan Law Journal, 1997

12. Salleh Buang, Malaysian Law on Hire-Purchase, Sweet and Maxwell Asia, 2nd edition, 2001

13. Arthur Wineburg, Intellectual Property Protection in Asia, Butterworths Asia, 1991

14. Ida Madieha Abdul Ghani Azmi, Patent Law in Malaysia: Cases and Commentary, Sweet and Maxwell Asia, 2003

15. Dunstan Ayadurai, Industrial Relations in Malaysia – Law and Practice Malayan Law Journal, 2nd edition, 2001

16. Maimunah Aminuddin, Malaysian Industrial Relations and Employment Law, McGraw-Hill, 5th edition, 2006

17. K. Rajkumar, Malaysian Labour Laws made Simple, Pelanduk Publications, 1999

18. Ayadurai, The Employer, the Employee and the law in Malaysia, Butterworths Asia, 1985

STATUES:

1. Arbitration Act 19522. Bills of Exchange Act 19493. Consumer Protection Act 19994. Contracts Act 19505. Copyright Act 19876. Direct Sales Act 19937. Employment Act 1955


BUSINESS LAW

17


SYLLABUS

DESCRIPTION

This subject educates students on the functions and desirable attitudes of an effective manager. A manager in order to be effective has to understand how individuals differ from one another, and how to use varying motivational techniques to improve the productivity of workers, whether they work in groups or individually. This subject educates students on how to be an effective leader and how to use of power and politics in order to advance one’s career in a firm. Finally, the latest trends in changes in organisational structure and culture in today’s volatile business environment are explained.

LEARNING OUTCOME

On Completion of this module, the student should be able to understand:• The duties and the desirable attributes of an effective

manager.• How individuals differ from one another.• What motivates individuals and groups.• The art of communication• Effective leadership in business organisations.• The prevalence of power and politics in organisations.• The organisational structure and culture.• The factors responsible for resistance to change.

LEARNING CONTENTS

Definition of management. Planning Organising Leading and Controlling. Mintzberg’s managerial roles.

Theories of managementFrederick Taylor’s Scientific Management, Henri Fayol, Systems theory, and Contingency perspectives of management.

Personality and Individual Differences. Understanding Personality, Attitudes, Perceptions, Emotions, Values and Beliefs.

Motivation and expectancy theory.Motivation theories such as Maslow, Herzberg, Aldefer, McGregor, Adams’ equity theory and Vroom’s expectancy theory. Applied motivational practices in the workplace such as reward practices, job design practices and empowerment.

Team dynamics. Types of groups such as formal, informal, temporary and permanent. Stages of group development. Factors affecting team performance. Comparison of individual vs group decision-making. Problems with group decisions such as groupthink and group polarisation.

Communication. The communication model, barriers in communication, the grapevine, differences in communication between genders and across cultures.

Leadership. Trait theories of leadership, behaviour theories of leadership such as Ohio and Michigan studies and Blake and Mouton’s Managerial grid, contingency theories of leadership such as Fiedler, Hersey and Blanchard, Path-goal theory and Vrooms decision making model of leadership.

Power and Politics. Definition of power. French & Raven’s five bases of power.

Definition of organisational politics. Causes and techniques and how to reduce politics in the organisation. Impression management techniques.

Organisational Structure. Division of labour, span of control, centralisation and decentralisation, mechanistic vs organic structure, simple structure, functional structure, divisional structure and matrix structure. Contingencies of organisational design such as size, technology, external environment, and strategy.

Organisational Culture. Definition. Rituals, myths, structures and symbols. Is culture an asset or liability?

Organisational Change. Lewins force field analysis model. Resistance to change. Team and individual interventions in organisational design. Change agents.

RECOMMENDED READING

1. Hellriegel,D. & Slocum, J.W. (2003), Organisational behaviour. 10th edition Publisher- Thomson Learning

2. Robbins, S. (2003). Organisational behaviour. 10th edition Publisher-Prentice Hall.

3. Plunkett, W. R., Attner, R.F., & Allen, G.S (2002), Management-meeting & exceeding customer expectations. 7th edition Publisher- Thomson Learning.

4. Daft, R. L. (2002), The Leadership Experience. 2nd edition Publisher-Thomson Learning.

5. Graetz, F., Rimmer, M., Lawrence, A. & Smith, A. (2002), Managing Organisational Change. 1st ed. Publisher- Wiley.

6. Yukl, G. (1988), Leadership in Organizations. 4th edition Publisher - Prentice Hall.


BUSINESS ORGANISATION AND MANAGEMENT

18


SYLLABUS

DESCRIPTION

This is an introductory course designed to provide fundamental understanding of the basic accounting principles, techniques and concepts as well as the ability to apply these principles and concepts in the preparation of financial statements. This course also deals with an introduction to cost and management accounting.

LEARNING OUTCOME

On completion of this subject, the student should be able to:• Discuss the functions and role of accounting in business.• Explain the accounting principles and concepts underlying the

preparation of financial statements.• Analyse the effects of business transactions on the accounting

equation and to record these transactions using double entry system.

• Identify the basic steps in the recording process and develop skills in recording business transactions systematically.

• Develop skills in preparing financial statements of sole traders and companies.

• Derive elementary ratios• Develop an understanding of the language and mechanics of

cost and management accounting.

LEARNING CONTENTS

The Nature and Objectives of Financial Accounting• Types of business entities –sole traders, partnerships and

companies• Nature, purpose and scope of accounting• Main user groups of financial statements.• Differences between financial and management accounting.

Accounting principles and The Regulatory Framework• Accounting concepts, conventions and principles• Introduction to the standard setting process

Accounting Cycle• The basic accounting equation and its effect on accounting

process.• Classification of accounts• The double entry system• Introduction to the prime books of entry• Ledgers• Cash book and bank reconciliation• Preparing the trial balance• Adjustment for accruals and prepayments including accounting

for depreciation and bad debts

Accounting for Inventory• Define and classify inventories using FIFO, weighted average

and LIFO methods• Valuing inventory at lower of cost and net realizable value.

Non-current Assets• Define non-current tangible and intangible assets.• Distinguish between capital and revenue expenditure items.• Concept of depreciation (and amortisation)• Methods of depreciation (and amortisation).• Accounting entries to record depreciation.• Show how depreciation is presented in the income statement

and balance sheet.

Preparing Financial Statements• Preparing the income statement and balance sheet for sole

traders.

Errors and Suspense Accounts• Types of errors• Suspense accounts and correcting the errors.

Single Entry and Incomplete Records• Preparing financial statements from incomplete and single entry

records.

Introduction to Company accounts• Capital structure of companies• Types of shares and debentures• Issue of shares• Types of reserves; capital and revenue, share premium• Appropriation of profits• Preparing simple income statement and balance sheet for

internal use.

Interpretation of Financial Statements• Accounting ratios for profitability, liquidity and asset utilisation• Significance of the ratios.

Introduction to cost and Management Accounting• Fundamentals of costing• Elements and classification of costs• Marginal and absorption costing• Cost-volume-profit-analysis• Budgeting

RECOMMENDED READING

1. Thomas, A., An Introduction to Financial Accounting, 4th Edition, McGraw-Hill.

2. Wood, F., Business Accounting, Volume 1, 8th Edition, Pitman Publishing.

3. Gillespie, Lewis and Hamilton, Principles of Financial Accounting, Prentice Hall, 1997.

4. Dyson J.R., Accounting for Non-Accounting Students, Financial Times Management, 4th Edition 1997.

5. Wong S.V. and Leong A.F.C., Business Accounting, Prentice Hall 2002.

6. Jane Lazar and Tan Lay Leng, Company Accounts and Reporting, 5th Edition Prentice Hall 2002.


BUSINESS ACCOUNTING

19


SYLLABUS

DESCRIPTION

The aim of this course is to highlight key concepts of ethics and ethical reasoning as they are applied in anticipating and solving complex ethical problems such as ethical dilemmas faced by the business organizations and their officers. It discusses issues of right and wrong actions or decisions from all levels of decision making. Integrity requires many pillars of support one of which is mindful analysis of facts, contexts and cultures when applying guidelines or principles for ethical judgement and decisions. The other important factor is leadership with its constituent constellation reasoning and stakeholder analysis. Keen awareness of the complexity of ethical decision making is important for the management of ethics and integrity within an organization.

LEARNING OUTCOME

• Understanding of concepts and ethical reasoning for ethical decision making.

• Strategies, shared values, leadership process, system, staffing and structure are among the key determinants of integrity and ethical climate of any organization.

• Evaluation or judgements of right and wrong actions or decisions are guided by principles or standards that emphasize consequence of the act, nature of the act and the character of decision maker.

• Ethical decision making process involves awareness, judgement and behavior. This process is also influenced by ethical environment and the cognitive development of decision maker.

• Ethics management systems are usually values based rather than compliance based, requiring continuous reinforcement and improvements.

LEARNING CONTENTS

Importance of ethics for managers:• Stakeholders competing expectations and claims are making

ethical decision making more complex.• Corporate governance, compliance and regulatory requirements

are increasingly enforced.• Ethical competencies no longer optional to handle complexities

in decision making.• Development of character and integrity critical in performing roles

and responsibilities.• Globalization and cross cultural relationships in business require

awareness of other values and norms.

Evolution of Business Ethics• Adam Smith and moral sentiments in business.• Cooperation and competition in business.• Market success and market failures.• Impact of business sector decisions on stakeholders and

environment.• Corporate social responsibility.• The increasing role of regulations in business affairs.• Corporate governance and long term shareholder value.

Business ethics and the law• Overlap between ethics and law.• Ethical concepts in Business Law.• Why laws are inadequate for business ethics.• The need for self governance over and above compliance.• Importance of trust

Ethical dimensions in Business Decisions• Common ethical problems.• Factors contributing to unethical conduct in organizations• Ethical decision making process; awareness, judgement and

behavior.• Role of values and character.• Importance of principles, facts and context.• Ethics as organizational culture.

Moral guidelines for dealing with ethical dilemmas• Clear cut ethical decisions versus ethical dilemmas.• Moral guidelines for business in different religions and cultures.• Application of moral guidelines for ethical dilemmas in

business.• Consequences, compliance and character as guiding

principles.• Practical guide to sound ethical decision making in business.

Cognitive factors, cognitive barriers and environmental factors in ethical decision making• Stages of moral awareness and development.• Emotions reason in decision making.• Cognitive barriers to sound ethical judgement.• Organizational culture, core values, policies, systems and

processes.• Types of ethical climate.• Stakeholders and peers.

Managing ethics and integrity in global environment• Cross cultural ethics.• Ethics / integrity management system.• Managing ethics in global environment.• Corporate guidelines and policies for global business ethics.• Coax round table principles for business.

RECOMMENDED READING

1. Weiss J.W., Business Ethics, A Stakeholder and issues management approach. (Dryden Press – 2006)

2. Steiner and Steiner, Business Government and Society, Managerial Perspective, 11th edition (McGraw Hill -2006)

3. Shaw and Barry, Moral Issues in Business, 9th edition (Wadsworth 2004)

4. Frederick R., ed., A Companion to Business Ethics (Malden, Mass.: Blackwell, 1999)

5. Mahbob Sulaiman, et al, Proceedings of the World Ethics and Integrity Forum 2005 (Malaysian Institute of Integrity 2005)


BUSINESS ETHICS

20


SYLLABUS

DESCRIPTION

This course introduces the student to the fundamentals of business finance. The course requires an understanding of mathematics as well as economic concepts and accounting principles. The course is corporate-oriented with emphasis on practical applications and problem solving techniques. The primary objective is to provide the student with the tools to understand and solve the basic financial problems confronting business today. The topics covered include the time value of money, valuation of assets, capital budgeting techniques, capital structure theory and dividend policy assessment. The application of the topics to international markets will be made whenever possible.

LEARNING OUTCOME

The successful student of Business Finance should understand and be able to apply the basic time value methodology to general valuation and other cash flow applications and employ the traditional evaluation techniques of capital budgeting analysis in business and personal capital investment decisions.

Upon successful completion of this course the student should be able to: • understand and apply basic time value methodology to general

valuation and integrated cash flow applications;• understand and apply the conceptual relationship between the

expected return and the relevant risk of individual assets and portfolios of assets;

• understand and apply the traditional evaluation techniques of capital budgeting analysis in business and personal capital investments;

• understand the concept of cost of capital and financial leverage and apply those concepts in the determination of the optimal capital structure; and,

• understand the current financial environment in which business decisions are made.

LEARNING CONTENTS

Introduction to Financial Management• An Overview of Financial Management• Financial Statements, Cash Flow, and Taxes• Analysis of Financial Statements• The Financial Environment: Markets, Institutions, and Interest

Rates

Fundamental Concepts in Financial Management• Risk and Rates of Return• Time Value of Money

Financial Assets• Bonds and Their Valuation

• Stocks and Their Valuation

Investing in Long-Term Assets: Capital Budgeting• The Cost of Capital• The Basics of Capital Budgeting• Cash Flow Estimation and Risk Analysis• Other Topics in Capital Budgeting

Capital Structure and Dividend Policy• Capital Structure and Leverage• Distribution to Shareholders: Dividends and Share

Repurchases

Working Capital Management• Managing Current Assets• Financing Current Assets

RECOMMENDED READING

1. Brigham, E.F. and Houston, J.F., (2004), Fundamentals of Financial Management, Tenth Ed., South - Western, Thomson.

2. Moffett M.H., Stonehill A.I. and Eitemen D.K., 2006, Essentials of Global Finance, Second Ed., Pearson – Addison Wesley.

3. Besley S. and Brigham E.F., 2005, Essentials of Managerial Finance, 13 Ed., South – Western, Thomson.

4. Securities Industry Development Centre, 2002, The Malaysian Capital Market: Examination Study Guide, Module 12, Investment Management and Corporate Finance, Securities Commission, Malaysia.

FURTHER READING

1. Ross, S.A., Westerfield, R, and Jordan, (2005), B.D., Essentials of Corporate Finance, Fifth Ed., McGraw-Hill.

2. Arnold, G., 2005, Corporate Financial Management, Third Ed., Prentice Hall, Pearson Education.

3. Business Times, Malaysia4. Wall Street Journal5. Financial Times6. Economists7. Articles from Journals

• The International Journal of Finance & Banking, Malaysia

• Banker’s Journal Malaysia• Financial Management• Journal of Finance• Journal of Financial Economics• Journal of Financial and Quantitative Analysis• Journal of Financial Research• Journal of Business• Review of Financial Studies

8. Websites• www.btimes.com.my• www.ssrn.com• www.nber.org• www.yahoofinance.com


BUSINESS FINANCE

21


SYLLABUS

DESCRIPTION

Overview and objectiveThis module is drawn up to prepare and provide prospective Chartered Secretaries with the necessary skills and tools to apply business strategies in practice. This module will provide a foundation to students for the International Qualifying Scheme (IQS). The aim of the module is to help Chartered Secretaries to develop knowledge and understanding of key principles and practices in business strategies, as well as to enable them to participate more meaningfully in the strategic and operational stages in a business. Students will be exposed to key concepts, principles and theories in business strategies and will be assessed on their ability to use these concepts, principles, theories and theoretical knowledge in practical situations. The student’s approach and assessment of resolving conflicts between theory and practice will also be part of the overall module evaluation.

Pre-requisite learningThe module specification is based on the assumption that students have relevant prior knowledge of the fundamentals of management and business environment. This level must have been demonstrated through the Institute’s examinations of the MAICSA Professional Diploma in Corporate Administration, or those of equivalent qualifications, approved as compliant to the Institute’s required curriculum and standards.

LEARNING OUTCOME

Upon completion of this module, and as a whole, students should be able to apply the essential knowledge, skills and understanding of business strategies in practice.

Students should be able to:1. explain and apply the process of strategy formulation2. discuss and use concepts in contemporary thinking on

strategy3. understand and relate change management to practice4. apply theories on people issues in managing projects5. understand the purpose of effective controls in organisations

and to apply them to business scenarios

LEARNING CONTENTS

The nature of strategic managementi. Mission and objectivesii. SWOT analysis

iii. Critical Success Factors (CSF) and Key Performance Indices (KPIs)

iv. Six Sigma

Approaches to formulating business strategiesi. Benefits and flaws of business strategyii. Strategy and small businessesiii. Setting strategic objectivesiv. Contemporary thinking on strategy including promotions and

marketing

Change managementi. Current developments in business environmentii. The need for changeiii. Managing change

People issues and culture in organisationsi. Principles of organizing and managing projectsii. Human factor in projects – qualities, motivation, ethicsiii. Conflicts and disciplinesiv. Leadership, group work and team building

Effective controls in organizationsi. Control levelsii. Performance evaluationiii. Monitoring systemiv. Time management

RECOMMENDED READING

1. Johnson, G., Scholes, K. & Whittington, R., Exploring Corporate Strategy, 7th edition, Financial Times Prentice Hall, 2005

2. Applegate, A., Lynda M., Robert P., McFarlan, F.W., Corporate Information Strategy and Management 7th edition Text and Cases, Thomson, 2006

3. Handy, C., Understanding Organisations Penguin, 4th edition, 1993

4. Huczynski, A. and Buchanan, D., Organisational Behaviour: An Introductory Text. 5th edition. Financial Times Prentice Hall, 2003.

5. Ireland, Hokinson and Hitt, Understanding Concepts of Business Strategy, International Student edition, Thomson South Weston U.S.A, 2006

6. Mullins, L., Management and Organisational Behaviour, 7th edition, Financial Times Prentice Hall, 2004

7. Naylor, J., Management. 2nd edition, 7th edition, Financial Times Prentice Hall, 2004


BUSINESS STRATEGIES

22


24. Temporal, P., Strategic Positioning, Oxford University, U.K., 2006

25. Trompenaars, F. & Hampden-Turner, C., Riding the Waves of Culture. 2nd edition, McGraw-Hill, 1997

26. Warren, K., Competitive Strategy Dynamics, Wiley, 200327. Williams, H., The Essence of Managing Groups and Teams.

London, Pearson Educational (Academic), 1996.

FURTHER READING

1. Belbin R.M., Beyond the Team. London, Butterworth-Heineman, 2000

2. Bennis, W., On Becoming a Leader. London: Hutchinson Business Books, 1989

3. Brue, G., Six Sigma for Small Business, Entrepreneur Press U.S.A. 2006

4. Carreira, B. and Trudell, B., Lean Six Sigma, McGrawhill, U.S.A. 2006

5. Collision, C. and Parcell, G., Learning to Fly. Oxford, Capstone Publishing, 2004

6. Garratt, B., The Fish Rots from the Head-The Crisis in our Boardrooms. 2nd edition, London, Harper Collins Business, 2003

7. Goleman, D., Emotional Intelligence. 10th edition, New Year, Bantam Books, 2005

8. Handy, C., Inside Organisations. London, Penguin Books 1999

9. Holbeche, Linda., Understanding Change Theory, Implementation and Success. U.S.A, Elsenia Butterworth-Heinemann 2006

10. Hooley, G.S., Cox, A.S. and Adams, A. (1992), ‘Our five years mission: To foldly go where no man has gone before…’ Journal of Marketing Management. Volume 8, pp. 35-48. Cited in Corporate Performance Evaluation in Multinationals (1993). London: CIMA.

11. Johnson, G. and Scholes, K., Explaining Corporate Strategy, 4th edition, Hemel Hampstead, Prentice Hall, 1997

12. Koch, R., The Financial Times Guide to Strategy, FT Prentice Hall, U.K., 3rd edition

13. Martin, G., Managing People and Organisations in Changing Contexts, Butterworth-Heinemann, 2006

14. Mintzberg, H., The Rise and Fall of Strategic Planning. London, Prentice Hall 2000

15. Moore, J.I., Writers on Strategy and Strategic Management, 2nd edition, Penguin Books Ltd, 2001

16. Myers, K.N., Business Continuity Strategies, 3rd edition Wiley, 2006

17. Obeng, E., All Change-The Project Leader’s Handbook, London, Financial Times/Prentice Hall, 1995

18. Pascale, R., Managing on the Edge. Penguin Books Ltd, 1991

19. Peters, T.J. and Waterman, R.H., In Search of Excellence. Harper and Row, 1982

20. Porter, M.E., Competitive Strategy: Techniques for Analysis Industries and Competitions, New York, Free Press, 1980

21. Porter, M.E., Competitive Advantage: Creating and Sustaining Superior Performance. New York, Free Press, 1985

22. Senge, P.M., The Fifth Discipline. London, Currency 1st edition, 1994

23. Stacey, R.D., Strategic Management and Organisation Dynamics. 4th edition, London, Financial Times/Pearson Education, 2003


BUSINESS STRATEGIES

23


SYLLABUS

DESCRIPTION

The persons who aspire to be a Chartered Secretary should be acquainted at the beginning with the general regulatory framework in the administration of a corporation so that the person is able to understand the implementation of the said regulatory framework into the day to day running of a corporation at a later stage.

LEARNING OUTCOME

On completion of this module, the student should be able to:• Understand the general principles of corporate law• Identify what must be done and/or what must not be done

to comply with the legal requirements set out by the various regulatory bodies

• Relate better in the subsequent courses that he or she undertake in the Professional Level.

LEARNING CONTENTS

Types of companiesDefinition and characteristics of companies limited by shares, limited by guarantee, unlimited companies exempt private companies and foreign companies and the differences between the private and public companies.

Process of incorporationReservation of the name of the company, filing in the relevant documents (annual return, forms 24, 44 and 49), stamp duties and fees payable for the incorporation, returns to be made, first directors’ meeting and commencement of business.

Memorandum and Articles of AssociationContents of the memorandum and articles of association, alteration of the memorandum of association, alteration to the company’s name, company number and registered office, alteration to the objects clause, alteration to the capital clause.

Directors & OfficersThe qualification and disqualification of directors, company secretary and auditors, the common law and statutory duties of the director, secretary and auditor, brief overview of the directors’ and secretary’s code of conduct.

SharesTypes of shares and procedure for its transfer, the procedure for alteration of share capital and the procedures for share buy back.

ChargesTypes of registrable charges, the procedure for registration of charges and the consequences of not registering the charges.

ProspectusBrief definition of prospectus and its contents, the civil liability for misstatement and the penalties and remedies for misstatements.

Arrangements and ReconstructionsProcedures for application to court for arrangements and reconstructions.

Receivers and managersQualification and liabilities of receivers and the priority of payment by the receiver.

Winding upTypes, the procedures in brief and the consequences of winding up.

Regulatory bodiesThe roles and functions of the Foreign Investment Committee, the Securities Commission, the Companies Commission of Malaysia, the Kuala Lumpur Stock Exchange, the Malaysian Exchange of Securities Dealing & Automated Quotation Berhad, the Employees Provident Fund, the Social Security Organisation, the Inland Revenue Board and Pengurusan Danaharta Nasional Berhad.

Corporate GovernanceDefinition of corporate governance, the brief overview on The Malaysian Code on Corporate Governance, its aims and the compliance of the Code

RECOMMENDED READING

1. Kang Shew Meng (2002), Handbook on Company Secretarial Practice in Malaysia 3rd Edition. Kuala Lumpur : Lexis Nexis Business Solutions.2. Woon W.C., M. Company Law FT Law & Tax Asia Pacific 1997 (2nd Edition). 3. Rachagan, Pascoe, Joshi on ‘ Principles of Company in Malaysia’ MLJ.

FURTHER READING

1. Company Secretarial Practice Manual, Kuala Lumpur: MAICSA.2. CCH Asia Guide to Company Law in Malaysia and Singapore CCH Asia Ltd 1995 (3rd Edition).3. Business & Company Law A Study Text for MICPA Students The Malaysian Institute of Certified Public Accountants 2003.4. MAICSA Best Practice Guide Series. Code of Ethics for Directors and Code of Ethics for Company Secretaries: ROC.5. Malaysian Code on Corporate Governance.6. Malaysian Companies Act 1965.


CORPORATE COMPLIANCE AND PRACTICE

24


SYLLABUS

DESCRIPTION

Law and practice of meetings is an important subject matter for Chartered Secretaries to understand and master. Meetings are important in the administration of companies, firms, organisations, societies, municipalities, town councils and the parliamentary system of governments. In this respect, the student is required to under basic elements that constitute meetings in general, the way meeting are convened and held, the mechanisms employed for voting to obtain a decision, types of representations in meetings, the roles and powers of chairmen and the importance of keeping minutes.

This subject will be broad in nature and requires the student to know different laws and practices of meeting relating to:-• Public Meetings;• Local Authorities like Municipalities and Town Councils;• Registered Societies and Associations;• Company Meetings involving the board of directors;

shareholders or members general meeting, class meeting and statutory meeting.

LEARNING OUTCOME

On completion of this module, the student should be able to:• develop an understanding of the law and practices involved

in all types of meetings, so that whether they should be in public practice as Chartered Secretaries or employed by organisations, firms and companies they are able to contribute towards convening and holding meetings.

LEARNING CONTENTS

Public gathering and meetings in the streetThe streets and public places for gatherings and holding of meetings. The rights of public holding meetings in the street. Obstruction of streets, public nuisance under common law. Police permit and local authorities requirements for holding public meetings under the Police Act 1967. Unlawful assembly, demonstrations and marches and riot in relation to Public Order (Preservation) Act 1958.

General principles of meetingsMeaning of “notice”, kinds of notice. Essential of a valid notice. Authority for calling for a meeting. Length of time or period of time to be given. Agenda items. Quorum and effect where a quorum is not present. Common law requirement of quorum. Case of Sharpe v. Dawes. The chairman of meeting and his appointment. Minutes and its legal implications. Societies and associations meetings.

Company MeetingsDifferent types of meeting of a company. Statutory meeting, class meeting and debenture holder meetings. Types of general meeting, namely annual general meeting and extraordinary general

meeting. Chairman’s role, and company secretary’s role in company meetings. The provisions of Companies Act 1965 in relation to general meetings, particularly sections 143,144, and 145 requirements. Quorum, voting mechanism, and procedures of convening company meetings. Proxy and corporate representative. Procedures for demand of poll. Other forms of passing directors’ and members resolutions deemed to be meetings, i.e. circular resolution by directors and section 152A members’ resolution. Electronic and teleconferencing type of meeting. Types of resolutions, ordinary and special resolution. Special Notice and its meaning under the Companies Act 1965. Meetings connected with court ordered meetings in reconstruction, rearrangement and compromises. Members’ winding-up.

RECOMMENDED READING

1. Hands on Guide - Company Secretarial Essentials, CCH Asia Pte. Ltd.

2. Ian Shearman, Shackleton on The Law and Practice of Meetings, Sweet and Maxwell, 8th edition

3. Rachagan P. & Joshi, Principles of Company Law in Malaysia, MLJ

4. L.H. Hall, Meetings: Law and Procedure, M & E5. Taggart W.J. Horsley’s, Meetings Procedures, Law and

Practice, Butterworths, 2nd edition

FURTHER READING

1. Priscillia Yap P.Y., Company Meetings: Law & Practice in Malaysia, 2nd edition, CCH, 2005

2. Directors’ & Shareholders’ Guide on AGM by Kang Shew Meng, Malayan Law Journal 2002

3. Local Government Act 19764. Societies Act 19665. Strata Title Act 19856. Table A of the Companies Act 1965;7. Police Act 19678. Public Order (Preservation) Act 1958


LAW AND PRACTICE OF MEETINGS

25



ICSA INTERNATIONAL QUALIFYING SCHEME

Professional Part 1 Strategic and Operations Management 26 Corporate Law 28 Financial Accounting 30 Taxation 32

Professional Part 2 Corporate Governance 35 Corporate Secretaryship 38 Corporate Financial Management 40 Corporate Administration 42


26


SYLLABUS

AIM

The aim of the module is to develop knowledge and understanding of key principles and practices in management, to equip the aspiring Chartered Secretary for both the strategic and operational contexts of the professional role.

LEARNING OUTCOME

• At the conclusion of this module, the candidate will be able to:• Understand and apply strategy theory, models and language

to contribute to boardroom decision making• Understand and apply operations theory and best practice in

contributing to corporate management.• Understand and apply leadership theory and best practice in

the functional role and leadership of teams.

PRE-REQUISITE LEARNING

This module is designed to enable aspiring Chartered Secretaries to (a) demonstrate required standards of competence for professional practice in a key discipline, and (b) acquire essential knowledge and skills to underpin the relevant components of the Professional Programme. Evidence of assessed knowledge and understanding must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards. The module specification is based on the assumption of some relevant prior learning in management.

LEARNING CONTENTS

Strategic ManagementThe nature of strategy. Strategic choice, analysis and evaluation: the “balanced scorecard” and the strategic balance sheet. Strategic alliances. Analytical techniques: portfoilio analysis, competitor analysis, value chain analysis, market migration analysis. The “Boardroom” strategic role. Mission, ethics and values. Social responsibility. The corporate environment and systems theory. Environmental factors: the impact of law, regulation, the market, and other “PEST” factors. Internal factors. The distinction between strategy and policy. Planning: short, medium and long term. Targets. Resources. Planning techniques, including scenario planning. Strategy: effective corporate performance; strategic options for direction, change and growth. Policymaking and implementation. Supply chain management and logistics. The virtual organisation. Creative and rational models in strategic management: applications and limitations. The rational cycle: corporate needs, decision making, implementation, monitoring and review, feedback. Measurement of corporate performance; concepts of output and outcome. Contingency management and agile strategies.

Corporate ManagementThe management of change: growth, stability and contraction. Business process re-engineering. Organisational culture: types and characteristics. The management and mobilisation of culture. Organisational development. The management of quality: total quality management and audit approaches. Benchmarking. Cycle time reduction. Just in Time and Manufacturing Recourse Planning techniques. Knowledge and information management: dissemination and feedback. The Internet and Intranets. Networking, cascading and team briefing. Formal management communications: reports, minutes, directives, standing orders, working manuals, communications technology.

Team LeadershipThe concepts of morale, motivation, leadership, authority and responsibility: theoretical models an their application. Emotional intelligence, empowerment, self-directed and cross-functional teams. Project management and team leadership. Techniques in team building. Enhancing the performance of teams and individuals. Performance appraisal and measurement: organisation, team and individual.

RECOMMENDED READING

1. Handy, C., Understanding Organisations. Penguin, 4th edition, 1993

2. Huczynski, A.and Buchanan, D., Organizational Behaviour: An Introductory Text. 5th edition, Financial Times Prentice Hall, 2003

3. Johnson, Scholes & Whittington, Exploring Corporate Strategy. 7th edition, Financial Times Prentice Hall, 2005

4. Mullins, L., Management and Organisational Behaviour. 7th edition, Financial Times Prentice Hall, 2004

5. Naylor, J., Management. 2nd edition, Financial Times Prentice Hall, 2004

6. Slack, N., Stuart, C. & Johnston, R., Operations Management. 4th edition, London, Financial Times/Prentice Hall, 2003

FURTHER READINGS

1. Belbin, R.M., Beyond the Team. London, Butterworth-Heineman, 2000

2. Bennis, W., On Becoming a Leader. London: Hutchinson Business Books, 1989

3. Collison, C. and Parcell, G., Learning to Fly. Oxford, Capstone Publishing, 2004.

4. Garratt, B., The Fish Rots from the Head – The Crisis in our Boardrooms. 2nd edition, London, Harper Collins Business, 2003

5. Goleman, D,. Emotional Intelligence. 10th edition, New York, Bantam Books, 2005

6. Handy, C., Inside Organisations. London, Penguin Books 1999

7. Mintzberg, H., The Rise and Fall of Strategic Planning. London, Prentice Hall 2000

ICSA International Qualifying Scheme (IQS): Professional Part 1

STRATEGIC AND OPERATIONS MANAGEMENT

27


8. Pascale, R., Managing on the Edge. Penguin Books Ltd, 1991

9. Moore, J.I., Writers on Strategy and Strategic Management, 2nd edition, Penguin Books Ltd, 2001

10. Obeng, E., All Change-The Project Leader’s Handbook, London, Financial Times/Prentice Hall, 1995

11. Peters, T.J. and Waterman, R.H., In Search of Excellence. Harper and Row, 1982

12. Porter, M.E., Competitive Strategy. New York, Free Press, 1980

13. Senge, P.M., The Fifth Discipline. London, Currency 1st edition, 1994

14. Stacey, R.D., Strategic Management and Organisational Dynamics. 4th edition, London, Financial Times/Pearson Education, 2003

15. Trompenaars, F. & Hampden-Turner, C., Riding the Waves of Culture. 2nd edition, McGraw-Hill, 1997

16. Williams, H., The Essence of Managing Groups and Teams. London, Pearson Education (Academic), 1996.


STRATEGIC AND OPERATIONS MANAGEMENT

28


SYLLABUS

AIM

To provide an understanding of the principles of Corporate Law and a thorough knowledge of the regulation of companies by law, including statutes and case laws.

LEARNING OUTCOME

Students who have successfully completed the modules on this subject will be able to understand the core principles of corporate law and these include:• The nature and functions of companies;• The concept of a company as a corporate entity;• The relationship between the two major organs in the company,

namely the general meeting and the board of directors;• The relationship between the members inter se and the

protection of minorities;• The law and procedure relating to meetings and the rights of

shareholders during meetings;• The concept of corporate liability,• The concept and meaning of corporate governance, in particular,

the duties of directors and the limits on their powers;• The law relating to corporate finance and corporate control

transactions; and• The effect and consequences when companies undergo the

reconstruction, receivership or winding-up process.

LEARNING CONTENTS

Nature of registered companies.The process and effect of registration - the principles of corporate personality and of limited liability. The distinction between companies and partnerships.

Classification of companies.Classification by limitation of liability, by method of formation, by size -public and private companies. Holding and subsidiary companies.

Constitution of a company.The memorandum of association; doctrine of ultra vires. The articles of association, effects of alterations. Promoters.

Flotation.Methods of flotation. Prospectus - form and content. Misrepresentation and omissions. Allotment of shares and commencement of business. Underwriting and commission.

Corporate transactions.Capacity of companies and the concept of agencies as applied to companies. Pre-incorporation contracts. The Corporate seal.

Share Capital.Raising, maintenance and reduction of share capital. The principle of

capital. Issue of shares at a premium and at a discount. Acquisition and redemption by a company of its own shares. Methods of flotation, prospectus, Kuala Lumpur Stock Exchange listing requirements. Dividends.

Shares.Nature and types of shares. Variation of class rights. Membership and the register of members. Disclosure of substantial and nominee share holdings. Share Certificates - transfer and transmission of shares. Restrictions on transfer. Mortgage of shares. Calls, liens, surrender and forfeiture of shares. Share warrants. Effects of shares deposited with the Central Depository.

Loan Capital.Borrowing powers of a company. Debentures and debenture stock. Charges securing debentures - fixed and floating charges. Registration of charges. Remedies of debenture-holders.

Corporate Governance.Directors - Qualification; appointment and remuneration; disclosure; service contracts; removal; retirement and disqualification; powers and fiduciary duties; loans by company to directors and contracts in which directors are interested. Role and duties of directors in relation to good corporate governance.

Company Secretary.Qualification, appointment, vacation of office, duties and responsibilities.

Auditors.Appointment and removal; powers and duties.

Meetings and shareholders’ rights.Types of meetings; convening of and proceedings at meetings; resolutions; majority control rule; protection of minority shareholders.

Insider Dealing.Types; elements of insider trading; remedies and statutory relief.

Reconstruction, Disputes and Liquidation.Reconstruction and takeovers; reconstruction Compulsory acquisition of shares on takeover and schemes of arrangements.

Compulsory and voluntary liquidation.Including grounds for winding up, order of application of assets of insolvent companies, preference and avoidance of transactions, fraudulent trading and wrongful trading, outline of powers and duties of liquidator and consequences of winding-up.

NOTE

A detailed knowledge of the Malaysian Companies Act 1965, and subsequent amendments, the Malaysian Code on Takeover and Mergers, the Kuala Lumpur Stock Exchange Listing Requirements and the Securities Commission Act 1992 is expected of students.


CORPORATE LAW

29


RECOMMENDED READING

1. Chartered Secretaries Malaysia: Study Manual Corporate Law

2. Rachagan, Pascoe & Joshi, “Concise Principles of Company Law” (Malayan Law Journal)

3. Cheah Foo Seong, “Guide to Company Law & Secretarial Practice, Malaysia” (CCH Asia)

4. Ben Chan Chong Choon, Philip Koh Tong Ngee & Peter SW Ling, “Chan & Koh on Malaysian Company Law: Principles and Practice” 2nd Edition (Thomson/Sweet & Maxwell Asia)

FURTHER READING

1. Company Law in Malaysia(i) Loh Siew Cheang, “Corporate Powers: Accountability”

(Butterworths)(ii) Krishnan Arjunan, “Company Law in Malaysia: Cases

and Commentary” (Malayan Law Journal)(iii) Woon W.C.M, “Company Law” (FT Law & Tax Asia

Pacific)


CORPORATE LAW

2. Company Law in England (i) Farrar, Hannigan & Wylie, “Farrar’s Company Law” (Butterworths)

(ii) Gower, Prentice & Pettet, “Gower’s Principles of Modern Company Law” (Sweet & Maxwell)

(iii) Sealy, “Cases and Materials in Company Law” (Butterworths)

STATUTES:

1. The primary statute governing Company Law in Malaysia is teh Companies Act 1965.

2. Other relevant statutes are the Securities Industry Act 1983 and teh Securities Commission Act 1993.

30


SYLLABUS

AIM

In professional practice, the Chartered Secretary has to be competent in Financial Accounting to a high standard, and in a number of different contexts.

Expertise is demanded in the boardroom setting to contribute to the analysis and interpretation of corporate financial performance and results. Corporate reporting in compliance with legal and stakeholder requirements, including financial statements, is a core responsibility of the Chartered Secretary. In public practice, and in many organisations, the Chartered Secretary is also sometimes called upon to fulfil the role of Corporate Accountant. The aim of the module is to develop the knowledge and skills necessary for the Chartered Secretary to carry out these professional responsibilities.

LEARNING OUTCOME

At the conclusion of this module, the candidate will be able to:• Understand the language, concepts and use of financial

accounts and reports.• Identify and utilise the sources of accounting data and

information.• Understand and apply standards of accounting practice.• Prepare financial statements for different forms of organisation

in compliance with legal and regulatory requirements.• Apply financial information and statements in corporate

reporting.• Undertake the corporate accounting role for employers and

clients.• Contribute to boardroom analysis of corporate financial

performance.


This module is a component of the ICSA Bridging Programme. It is designed to enable aspiring Chartered Secretaries to (a) demonstrate required standards of competence for professional practice in a key discipline, and (b) acquire essential knowledge and skills to underpin the relevant components of the Professional Programme. Evidence of assessed knowledge and understanding must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards. The module specification is based on the assumption of some relevant prior certificated knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

• An introduction to the principles of book-keeping and accountancy.

LEARNING CONTENT

Methods of Financial MeasurementFinancial goals; profit and surplus. The recognition of profit: matching revenue with expenditure; and increase in the value of the business. Profit measurement and asset valuation on the basis of historical cost, replacement (current) cost, fair value and current purchasing power, asset impairment and recoverable amount.

Accounting RegulationsMarket imperfections and the need for regulations. Substance versus form. Sources of regulation. Requirements of the Companies Acts and other regulatory sources. Form and content of published accounts. Calculation of distributable profits. Maintenance of permanent capital. Capital reduction and reorganisation.

Accounting ReportsThe preparation and presentation of cash flow statements; fund accounting; value added statements; segmental reports; profit and loss accounts; income and expenditure accounts; balance sheets. Operating and financial review. Related party disclosures. The limitations of published accounts.

Valuation of Assets and LiabilitiesAccounting concepts, bases and policies. Treatments of: stocks and long term contracts; fixed assets and depreciation; research and development; foreign currency translations; leases and hire purchase contracts; goodwill and intangibles; provisions; contingent liabilities and contingent assets; capital instruments, pensions costs and taxation.

Consolidated AccountsDefinitions of holding, subsidiary and associated companies and joint ventures. The nature, purpose and preparation of group accounts. Merger, acquisition and equity methods of accounting.

Interpretation of AccountsThe examination and analysis of financial information in relation to profitability, liquidity, gearing, asset utilisation and cash flows. Uses and limitations of ratio analysis. The preparation for reports in appropriate style for management, investors, creditors and other user groups.

RECOMMENDED READING

1. Approved accounting standards and other pronouncements, exposure drafts and discussions documents issued by MASB (available at www.masb.org.my)2. Barry Elliott and James Elliott, (2005), Financial Accounting & Reporting, 9th edition, Pearson Prentice Hall, England3. Ng Eng Juan, (2004), A Practical Guide to MASB Standards (Malaysia) CCH Asia Pte Ltd.4. Jane Lazar & Tan Lay Leng, (2003), Company Accounts & Reporting, 5th edition, Pearson Prentice Hall, Malaysia


FINANCIAL ACCOUNTING

31


ADDITIONAL REFERENCES

1. Barry J. Epstein, Abbas Ali, Mirza, Peter Walton (2005), Wiley 2005: Interpretation and Application of International Accounting and Financial Reporting Standards (REV), Wiley

2. Tan Liong Tong (2000), Financial Accounting and Reporting in Malaysia, Volume 1, 2nd edition, Kuala Lumpur, Professional Advancement Centre Sdn Bhd

3. Tan Liong Tong (2001), Financial Accounting and Reporting in Malaysia, Volume 2, 2nd edition, Kuala Lumpur, Professional Advancement Centre Sdn Bhd

4. Periodicals of Professional Accounting Bodies

OTHER RECOMMENDED READING

1. MASB Standards


FINANCIAL ACCOUNTING

FURTHER READING

1. Accounting Standards Board Financial Reporting Standards and Board Financial Reporting Exposure Drafts as issued and published in ‘Accountancy’2. Davies , Paterson R and Wilson A Generally Accepted Accounting Practice in the United Kingdom (Longman, 6th edition)3. Elliot B and Elliot J Financial Accounting and Reporting, (Prentice Hall Europe, 3rd edition, 1998)4. Patterson R, Watson A UK GAAP, Tolley Publishing, 6th edition, 1999 (Sept)5. Pizzey AB Accounting and Finance - A Firm Foundation, (Cassell, 4th edition, 1994)6. Choping D, Skerratt L Applying GAAP 1999/2000, (Accountancy Books, 1999)

32


SYLLABUS

AIM

To impart a thorough knowledge of the current law relating to taxation and its practical application to companies, partnerships, trust, estate settlement, body of persons and individuals.

LEARNING OUTCOME

After completing the Malaysian taxation module, the candidates should be able to:• determine the resident status of individuals, be able to ascertain

their eligibility for personal reliefs and rebates and compute their income tax liability;

• understand the specific tax provisions related to businesses enacted in the Income Tax Act 1967, Real Property Gains Act 1976, Promotion of Investment Act, 1986 as well as Stamp Act 1949;

• compute the tax liability of companies and determine the section 108 balances;

• explain the tax incentives that are available to specialized industries and compute their tax liability; and understand the tax and non-tax incentives that are available to Labuan International Offshore Financial Centre.

LEARNING CONTENTS

SECTION A: INCOME TAX - INCOME TAX ACT 1967

Tax Administration In Malaysia• Taxation as a source of Government revenue• Understanding of the tax system in Malaysia

Scope Of Taxation• Scope of charge• Chargeable persons• Resident status• Basis period and change of accounting date• Capital and revenue receipts/expenses• Badges of trade• Classes of income• Exempt Income

Taxation Of Individual• Residence Status• Ascertainment of gross income, adjusted income, statutory

income, aggregate income, total income and chargeable income.

• Personal reliefs and rebates• Separate taxation and combined assessment

Taxation Of Business/partnership• Definition• Commencement and cessation of business• Computation of divisible income/loss and capital allowance• Deductibility of expenses

Taxation Of Company Under Self-assessment• Computation of chargeable income/repayment• Treatment of losses• Allowances pertaining to Schedules 2-4 and controlled sales

provisions• Franking of dividend, imputation system and section 108

account

Taxation Of Other Sources Of Income• Dividend• Interest• Discount• Rent• Royalties• Premium• Pension• Annuities• Other gains or profits• Special classes of income

Tax Compliance, Appeals, Collections & Penalties• Submission of returns• Assessment and appeals• Collections, recovery and refund of tax• Offences and penalties• Public rulings

Taxation Of Non-resident And Double Tax Relief• Principles of avoidance of double taxation• Double Taxation Agreements• Unilateral tax relief• Non-resident relief• Withholding tax provisions

Tax Planning, Anti-avoidance And Investigation• Tax planning for individuals and companies• Anti-avoidance provisions• Events that trigger investigation• Capital statement and ascertainment of income understated

and/or omitted• Tax audit

SECTION B: CAPITAL GAINS TAX - REAL PROPERTY GAINS TAX ACT 1976

Real Property Gains Tax• Principles and scope of charge• Chargeable assets and persons


TAXATION

33


• No gain no loss transactions and exemptions• Computation of chargeable gains and treatment of losses• Tax rates• Returns and assessment• Payment and recovery of tax• Real property companies• Transfer of assets within group of companies

SECTION C: TAX INCENTIVES - PROMOTION OF INVESTMENTS ACT 1986 - INCOME TAX ACT 1967

Tax Incentives• Promotion of Investments Act, 1986 (PIA) • Pioneer status • Investment tax allowance • Industrial adjustment allowance • Double deduction

• Income Tax Act, 1967 (1TA) • Reinvestment allowance • Approved service projects • Operational headquarters • Foreign fund management companies • Double deduction

Any other legislation which may be enacted pursuant to PIA and ITA.

SECTION D: LABUAN TAX HAVEN- LABUAN OFFSHORE BUSINESS ACTIVITY TAX ACT 1990

Labuan As An Offshore Financial Centre• Principles and scope• Administration• Abatement of Tax• Computation of tax• Tax concessions

SECTION E: INDIRECT TAXES- SALES TAX ACT 1972- SERVICE TAX ACT 1975- STAMP ACT 1949

Indirect Taxation And Stamp Dutyi) Sales Tax Act, 1972

• Scope of charge• Taxable persons• Rate of tax• Exemptions, drawbacks and refunds• Returns• Collections and penalties• WTO method of valuation• Appeals

ii) Service Tax Act, 1975• Scope of charge• Taxable persons• Taxable services• Rate of Tax, invoicing and records• Licensing requirement• Exemptions• Returns and assessment• Collection and penalties• Disputes and Appeals

iii) Stamp Act, 1949• Scope of charge• General principles• Specific instruments• Exemptions: Sections 15 and 15A• Duty payable• Adjudication of instruments

SECTION F: SPEClALISED INDUSTRIES - INCOME TAX ACT 1967

Speclalised Industries• Sea and air transport undertakings• Banking• Insurance• Trade associations• Co-operatives societies/clubs• Leasing• Housing/developers and contractors• Trust, estate and settlement• Unit trusts• Venture capital companies• Investment holding companies

RECOMMENDED READING

1. Dr. Jeyapalan Kasipillai A Comprehensive Guide to Malaysian Taxation 2nd Edition, 2006, McGraw-Hill, Kuala Lumpur2. Dr. Veerinderjeet Singh Malaysian Taxation - Administrative & Technical Aspects Pearson Malaysia, 7th Edition, 20053. Dr. Arjunan Subramaniam Malaysian Income Tax Manual Pelanduk Publications4. Dr. Arjunan Subramaniam Malaysian Taxation System 2003 CCH Publisher Malaysian Master Tax Guide 22nd edition, 2005


TAXATION

34


FURTHER READING

1. Yeo Miow Cheng Malaysian Taxation PAAC Sdn Bhd, 15th Edition, 20022. Yeo Miow Cheng Advanced Malaysian Taxation PAAC Sdn Bhd, 12th Edition, 20023. Subramaniam A. Malaysian Tax Handbook, Thompson, 2nd Edition, 20034. Y. K. Chin Malaysian Taxation, Butterworths Asia, 5th Edition, 20035. Veerinderjeet Singh Malaysian Taxation - Administrative & Technical Aspect, Longman Malaysia, 6th Edition, 2003

NOTE:

Includes all amendments to the Finance Acts for the various years.


TAXATION

35


SYLLABUS

AIM

Corporate Governance has emerged on the global agenda in pursuit of proper and efficient practice in the administration of the business entity. The objective is probity in business activity, compliance with law and regulation, and the securing of reputation and confidence towards the attraction of inward investment. The Chartered Secretary is the key corporate player and the global Profession has emerged as a benchmark for the development of best practice.

The aim of the module is to instil the knowledge and key skills necessary for the Chartered Secretary to act as chief adviser to the Board on best practice in corporate governance, and as the catalyst for systematic application in the major global forms of organization.

LEARNING OUTCOME

At the conclusion of this module, the candidate will be able to:• Research and apply the growing global information sources on

corporate governance.• Promote awareness of, and be responsible for continuing

self and personnel development on corporate governance themes.

• Promulgate corporate governance principles and best practice in the employing or client organisation.

• Apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organisation.

• Understand and apply the concepts of probity and ethical standards in governance.

• Understand and advise on the impact of corporate governance principles on the role of Directors, the Secretary, and the audit function.

• Understand the corporate governance mechanisms and regulatory framework in the Malaysian context

• Apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organization within the context of Malaysian corporate governance and regulatory framework


Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards:• Corporate Law• Strategic and Operations Management• Financial Accounting• Management Accounting

LEARNING CONTENTS

The Definitions and Objectives of Corporate GovernanceThe corporate entity; legality, separation of ownership and operation. The concepts of ownership and accountability, ethics and performance. The “enlightened shareholder and stakeholder” concepts. The state as shareholder. Models of hierarchic and functional relationships in sound governance. One-tier and two-tier Boards. The external and internal pressures for sound governance. History and ongoing developments in corporate governance. The Reports: from Cadbury and King onwards; national and international sources. The Combined Code. Corporate governance guidelines: OECD; the Commonwealth Association. The governance agenda in the developing and developed economies. International networking.

The Regulatory and Ethical FrameworkThe role of legislation and regulation in corporate governance. The nature and importance of compliance. Compliance statements. The ethical dimension: codes and practices. The assessment of corporate performance: yardsticks and measurement; corporate review; disclosure. Key concepts: inclusion; openness; honesty; transparency; probity; accountability; judgement; reputation; social and environmental responsibility.

Sound GovernanceThe concept of best practice in governance: in companies, statutory corporations and trusts. Understanding the distinct and separate roles, duties and responsibilities of corporate officers and stakeholders: chairman, chief executive officer, directors, secretary and shareholders/members. Shareholders: majority control; minority rights; the rights of members in guarantee companies. The importance of the proper mix of appointments to the Board. Service contracts. Induction, orientation and training. Responsibilities of the Board. Committees and their role: Audit, Remuneration, Nomination. Internal controls. Overall business risk management and review. Internal structural relationships in the organisation.

The Secretary and Corporate GovernanceThe importance and special position of the secretary; the role in sound and effective governance. Appointment and qualification. Control of corporate information and corporate reporting: the annual report; the website. Communication with stakeholders. The “whistleblowing” concept: issues and problems, protection.

DirectorsExecutive and non-executive directors. Chairman, managing director. Shadow and alternate directors. The concept of independent directors. Commonality of legal duty. Comparison of roles, needs, powers and duties; appointment, reappointment and rotation, remuneration, removal, retirement and disqualification. Directors’ liabilities, indemnity and insurance. Borrowing powers. Conflict and disclosure of interest. Share dealing; model codes; insider dealing. Company records. Directors’ disclosures, service contracts and agreements.


CORPORATE GOVERNANCE

36


AuditThe contribution of internal and external audit to sound governance. Audit reports and their use. Appointment, removal. Independence and remuneration: rights, powers and duties in the governance framework.

Corporate Governance in MalaysiaCorporate regulatory framework in Malaysia i.e. Registrar of Companies (ROC), Kuala Lumpur Stock Exchange (KLSE), Securities Commission (SC) etc. Comparative perspectives of corporate regulatory framework between UK & Malaysia. Malaysian Code of Corporate Governance. Roles, Responsibilities and Powers of SC. Roles, Responsibilities and Powers of the KLSE. Revamped listing requirements of KLSE

FURTHER READING

Malaysian Corporate Governance1. ICSA (2004), “Corporate Governance”, ICSA Professional Development Series, ICSA Publishing Ltd.: London.2. KLSE, Revamped Listing Requirement (2001)3. MAICSA, Directors & Corporate Officers: Case Summaries (CCH Asia Pte. Ltd. 2003)4. Ministry of Finance, Report on Corporate Governance (Finance Committee on Corporate Governance, 1999)5. MICG, Malaysian Code of Corporate Governance (Malayan Law Journal Sdn. Bhd., 2001), 6. MICG, 3 R’s of Corporate Governance (MICG Publication, 2001)7. Ruin, J.E, Essentials of Corporate Management (MICG Publication, 2001) General Bingham, K. Corporate Governance Handbook (Gee Publishing) A looseleaf subscription service dedicated to corporate governance issues.8. Chambers, A., Tolley’s Corporate Governance Handbook (Tolley’s, 2002)9. Charkham, J., Keeping Good Company: A Study of Corporate Governance in Five Countries (Oxford University Press, 1995)10. Monks, A G & Minow, N. (eds), Corporate Governance (Blackwells, 2001)11. TIAA-CREF, Policy Statement on Corporate Governance (1997)12. Tricker, R.I., Corporate Governance (Gower, 1984)13. Walmsley, K., Company Secretarial Practice, chapter 8A (ICSA Publishing) Includes a wide range of useful appendices.14. Corporate Social Responsibility - ABI Disclosure Guidelines on Corporate Social responsibility (ABI, 2001). Available at www.abi.org.uk.15. Whistleblowing - ICSA, Establishing a Whistleblowing Procedure (ICSA, 1999)

Directors and Boards

1. ABI Guidelines on Long-Term Remuneration for Senior Executives (ABI, 1996)2. ABI, Statement of Principles on Share Incentive Schemes (ABI, 1999)3. Bingham, K., The Professional Board (Gee Publishing, 2001)4. Bruce, M., The ICSA Director’s Guide (ICSA Publishing, 2003)5. Bruce, M., Tolley’s Rights and Duties of Directors (5th edition, Tolley’s, 2002)6. Cadbury, A., Corporate Governance and Chairmanship: A Personal View (Oxford University Press, 2002) 7. Dunne, Patrick, Running Board Meetings (Kogan Page, 1997)8. ICSA, The Appointment and Induction of Directors (ICSA, 1998).9. ICSA, Code on Good Boardroom Conduct. See www.icsa.org. uk/news/guidance.php.10. ICSA, Matters Reserved for the Board. See www.icsa.org. uk/news/guidance.php.11. ICSA, Terms of Reference – Board Committees. See www. icsa.org.uk/news/guidance.php.12. Stiles, P. & Taylor, B., Boards at Work (Oxford University Press, 2001)13. UK Listing Authority, The Model Code (Appendix to The UK Listing Rules) (FSA, updated annually).

Shareholder relations

1. Charkham, J. & Simpson, A., Fair Shares: The Future of Shareholder Power and Responsibility (Oxford University Press, 1999)2. Hermes, Hermes Statement on Corporate Governance and Voting Policy (Hermes, 1998). Available at www.hermes. co.uk.3. ICSA, Electronic Communications with Shareholders: A Guide to Best Practice (ICSA, 2000). An update to this guide is available at www.icsa.org.uk/news/guidance.php.4. PIRC, Shareholder Voting Guidelines (PIRC, 1994)

Reports and Codes of Practice (Additional & Optional)

1. Report of the Committee on the Financial Aspects of Corporate Governance: The Code of Best Practice (Cadbury Code) (Gee Publishing, 1992).2. King Report on Corporate Governance (South African Institute of Directors, 1994)3. Directors’ Remuneration: Report of a Study Group chaired by Sir Richard Greenbury (Greenbury Committee Report) (Gee Publishing 1995)



37


4. Committee on Corporate Governance: Final Report (Hampel Committee report) (Gee Publishing, 1998).5. The text of the Combined Code can also be downloaded from www.fsa.gov.uk.6. Internal Control: Guidance for Directors on the Combined Code (the Turnbull report) (Croner CCH, 1999). The report is also available in .pdf format via www.icaew.co.uk.7. OECD Principles of Corporate Governance (OECD, 1999). Available in .pdf format on www.oecd.org.8. Principles for Corporate Governance in the Commonwealth: Towards Globa l Compet i t i veness and Economic Accountability (Commonwealth Association for Corporate Governance, 1999).9. OECD Principles of Corporate Governance (OECD, 1999). Available at www.oecd.org.10. Myners, Paul, Institutional Investment in the UK: A Review (HM Treasury, 2001)11. King Report on Corporate Governance for South Africa 2002 (South African Institute of Directors, 2002)



38



CORPORATE SECRETARYSHIP

SYLLABUS

AIM

A core responsibility of the Chartered Secretary is as Secretary to the Board. The aim of the module is to specify and assess the essential knowledge and skills involved in taking overall responsibility for the corporate secretarial function in small, medium and large scale organisations. The practice of corporate secretaryship in this module extends to both the strategic and functional contexts, in advising the Board, in leading teams in secretarial best practice, in ensuring compliance with law and regulation, and in establishing efficient internal communication of Board decisions and external reporting.

LEARNING OUTCOME

At the conclusion of this module, the candidate will be able to:• Understand the scope, role and functions of corporate

secretaryship and apply them within the employing or client organisation.

• Understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance.

• Ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organisation and its needs.

• Be aware of the ongoing responsibilities of the Secretary as an independent professional practitioner within the organisation, and be responsible for continuing personnel development within the secretariat.

• Be aware of, and be responsible for continuing self-development in corporate secretaryship as a professional practitioner.


Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards:• Malaysian Corporate Law• Strategic and Operations Management

LEARNING CONTENT

The Secretary, the Board, and the Members• The role of the secretary; functions and duties. Appointment

and vacation of office. Relationship with chairman and directors. The secretary as advisor to the chairman and the board.

• Dissemination of information and decisions. Communications with shareholders and other stakeholders, including electronic communications.

• Types of directors. Roles, duties, responsibilities and liabilities. Appointment, reappointment and rotation. Removal, retirement and disqualification.

Corporate ComplianceCompany formation, memorandum and articles of association. Filing of company returns. Offences under the Companies Act. Company governance overview, including the Code on Corporate Governance. The annual report. Auditors: appointment and removal. Rights of the auditor. Listing Requirements of the Kuala Lumpur Stock Exchange (KLSE). Retention of records. Statutory registers.

Law and Practice of Meetings• Board meetings: composition, roles, chairman and procedures

(including frequency, notice, agenda and papers, quorum, voting). Role of the company secretary before, during and after board meetings. Delegation of authority and responsibility. Committees: types and purposes; composition. Matters reserved for the Board. Executive discretion. Cooption.

• General meetings: Annual General Meetings, Extraordinary General Meetings, Statutory Meeting, Class Meetings. Regulations governing general meetings: Role of chairman; Notice, agenda and papers; Quorum; Standing orders; Rules of order; Motions; Amendments; Resolutions; Proxies; Attendance; Voting. Role of the company secretary before, during and after general meetings. Resolutions in writing.

• Minutes and minute books.

Share Registration• Regulation of the securities industry. Types of shares and loan

capital. KLSE and listing requirements.

• The company registrar: principles and procedures in share and membership registration. Register of members, including software applications. Technology based applications (CDS). Allotment of shares. Share transfer: forms and registration procedures. Transmission of shares and registration of documents affecting title. Membership in companies limited by guarantee. Issue of share certificates; lost certificates. Dividends and interest. Employee share option schemes. New issues and takeovers.

• Purchase of own shares. Redemption of shares. Rights issues. Capital events and the registrar’s role in capital events.

RECOMMENDED READING

1. Kang, Shew Meng (2005), Handbook on Company Secretarial Practice in Malaysia. 4th Edition. Kuala Lumpur: Lexis Nexis Business Solutions.2. Lawton, P. & Rigby, E. (1992), Meetings: Their Law and Practice. UK: M & E Handbooks

39


REFERENCES

1. Company Secretarial Practice Manual. Kuala Lumpur: MAICSA

2. Malaysia & Singapore Company Secretary’s Practice. Singapore: CCH

3. MAICSA Best Practice Guide Series4. Yap, Priscilla P.Y., (2001). Company Meetings: Law & Practice

in Malaysia. Singapore: CCH5. Code of Ethics for Directors and Code of Ethics for

Secretaries: ROC6. Malaysian Code on Corporate Governance7. Statutes, Regulations and Guidelines: • Companies Act 1965 • Companies Regulations 1966 • Companies Commission Act 2001 • Securities Commission Act 1993 • Policies and Guidelines of the Securities Commission • Securities Industry Act 1983 • Securities Industry Regulations • Corporate Secretaryship • The Bursa Securities Berhad Listing Requirements &

Practice Notes • Rules of the Malaysian Central Depository Sdn Bhd • Malaysian Code on Corporate Governance • Malaysian Code on Take-overs and Mergers 1998 • Foreign Investment Committee Guidelines • Unclaimed Moneys Act 1965 • Journals of ICSA and MAICSA


CORPORATE SECRETARYSHIP

40


SYLLABUS

AIM

The aim of this module is to address the need for the Chartered Secretary to be knowledgeable and competent in the skills of corporate financial planning, and in understanding the impact of the fiscal environment on the organisation and its decision making.

LEARNING OUTCOME

At the conclusion of this module, the candidate will be able to:• Understand the financial sources and requirements of the

employing or client organisation.• Understand the role and efficiency of the capital markets.• Understand the nature and importance of capital structure and

the cost of capital.• Understand and apply the principles of working capital

management.• Understand the impact of global and multi-national operations

on corporate financial management.


Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards:• Financial Accounting• Management Accounting• Corporate Law• Management Practice

LEARNING CONTENTS

Financial Objectives and RequirementsThe financial objectives of the main types of organisation: public and private limited companies, statutory companies, trusts, and companies limited by guarantee. Determination of financial requirements and their impact on business planning and decision taking. The role of financial audit.

Sources of FinanceFinancial markets: role of the New Issues Market and Stock Exchange, including the Alternative Investment Market. The operating institutions on the markets. Influence of Markets on market decisions. State funding, corporate donations, sponsorship, grants, subscriptions, fund raising sources.

Share and Loan CapitalThe raising and maintenance of share capital: issue pricing and methods. Authorised and issued capital. Dividend policy, including scrip dividends and share re-purchases. Finance and loan capital.

Domestic and international sources. The nature of debt. Corporate debentures and debenture stock, convertibles, warrants. Bank loans and overdrafts. Retention and self-generated finance.

Capital Structure, the Cost of CapitalCosts of individual types of finance. Weighted average cost of capital. Portfolio theory and the Capital Asset Pricing Model. The cost of capital. Capital gearing. Capital structure theory and decisions.

Working Capital ManagementWorking capital and its importance. Planning and control of cash and marketable securities, debtors, current liabilities and stock. Future expansion and contraction.

Capital Investment AppraisalPayback. Net Present Value, Internal Rate of Return and their comparison. Implications of taxation and inflation. Capital rationing. Capital budgeting under uncertainty. Lease or buy decisions.

Business RestructuringBusiness expansion and financial growth. Sources of expansion and contraction. Restructuring strategies: bids, acquisitions and mergers, capital reconstructions. Divestment: sell-offs, spin-offs, management buyouts. Business failure, prediction and rescue packages.

International AspectsMulti-national operations. Managing exchange risk. The foreign investment decision. Financing overseas investment.

RECOMMENDED READING

Textbooks1. Principles of Managerial Finance by Lawrence J. Gitman; 11th

edition, Pearson Publishing2. Corporate Finance: Theory & Practice by Aswath Damodaran;

Wiley Publishing3. Capital Investment & Valuation by Brealey & Myers; McGraw-

Hill4. International Financial Management by Jeff Madura; Thompson

South-Western

Manuals & Guides1. Securities Commission Examination Study Guide – Investment

Management & Corporate Finance (Module 12)2. Reports from Bursa Saham Malaysia, Bank Negara Malaysia

& Securities Commission3. Articles by HSBC Amanah & Citibank

Journals1. Global Finance Journal2. Journal of Corporate Finance3. International Review of Finance


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ADDITIONAL READING

1. Investor’s guide to Analyzing Companies & Valuing Shares by Michael Cahill; Financial Times- Prentice Hall; 2003

2. Banking & Financial Services Certificate (BFSC) Study Manual; Operations by Jee Tzin Kit & K. Loghandran

3. Intermediate Financial Management by Eugene F. Brigham & Philip R. Daves; Thompson South-Western 8th Edition

4. Financial Management and Real Options by Jack Broyles; Wiley; 2003

5. Emerging Financial Markets by David o. Biem & Charles W. Calomiris; Mc Graw-Hill International Edition: 2001

6. Corporate Financial Investment by Richard Pike & Bill Neale; Prentice Hall; 4th Edition

7. Business Finance-Value-Based Approach by Bill Neale & Trefor McElroy; Prentice Hall; 2004

8. Corporate Financial Management by Michael Potton; ICSA International

9. The Central Bank & The Financial System In Malaysia “A Decade of Change 1989-1999” by Bank Negara Malaysia

10. Various websites of government agencies11. Related articles from local and international newspapers,

magazines, periodicals and academic publications.

FURTHER READING

1. Arnold, G.C. (1998), Corporate Financial Management, Financial Times Pitman: London.

2. Valdez, S. (2nd edn 1997), An Introduction to Global Financial Markets, Macmillan: London.

3. Weston, J.F. and Brigham, E.T. (1990), Essentials of Managerial Finance, Dryden: London


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SYLLABUS

AIM

The Chartered Secretary is regularly employed in a position of strategic responsibility for administrative operations within and across the organisation. The aim of the module is to instill knowledge and key skills in handling the responsibilities of corporate administration in both the strategic and functional contexts, to develop competence in advising the Board and leading teams in administrative best practice, and in ensuring compliance with external regulation and internal procedures.

LEARNING OUTCOME

At the conclusion of this module, the candidate will be able to:• Understand the scope of strategic and functional administration

and apply it within the employing or client organisation.• Access information sources and deliver knowledge and

information internally to the optimum benefit of the organisation and its needs.

• Evaluate the requirements of the legal and regulatory environment in corporate administration, advise the Board accordingly, and ensure compliance.

• Take responsibility for the administration of corporate knowledge and information, the human resource, pension schemes insurance and risk, and physical corporate assets.


Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute’s examinations, or those of equivalent qualifications which have been approved as meeting the Institute’s required curriculum and standards:• Strategic and Operations Management• Corporate Law

LEARNING CONTENTS

Role and FunctionsThe role and functions of the corporate administrator. Administration as a support service in organisations. The concept of best practice. The sources and application of guides to best practice.

Knowledge and InformationThe sources of information on law, regulation and administrative best practice. Copyright and intellectual property, including asset protection. Trademarks and patents. Information, data and technology as a corporate resource. Technological change and innovation: internet and website application and management. Security and integrity of information; control of access. Data protection legislation. Confidentiality.Legislation: Trademarks Act 1976 (Act 175); Patent Act 1983 (Act 291); Copyright Act 1987 (Act 332); Geographical Indications Act 2000 (Act 602)

The Human ResourceEmployment law and regulation. The employment contract. Concepts of added value and continuous improvement. Securing and monitoring the people resource: human resource planning, recruitment and selection, job descriptions and person specifications. Maximizing performance: job design; job enrichment; reward and recognition systems; job evaluation. Training and development. Coaching and counseling. Performance appraisal. Working with consultants and volunteers. Disciplinary rationale, dismissal constructive dismissal, grievance procedure, redundancy. Health and safety policy. Risk assessments, fire precaution, first aid, bullying and violence in the workplace.Legislation: Employment Act 1955 (Act 265); Workmen Compensation Act 1952 (Act 273); Trade Unions Act 1959 (Act 262); Industrial Relations Act 1967 (Act 177); Occupational Safety and Health Act 1994; Factories and Machinery Act 1967

Insurance, Risk Management and PensionsThe nature of corporate and business risks; management and control. Corporate liability and insurance: classes and types. The insurance market; brokers and intermediaries. The use of consultants and advisers. Disaster planning. Pension scheme, public sector scheme. Pensions scheme administration, industry wide and other scheme.Legislation: Insurance Act 1996 (Act 553); Financial Procedure Act 1957 (Act 61); Pension Act 1980 (Act 227).

Corporate AssetsThe management of physical assets. Facilities administration: role and functions. Security and the application of systems. Business location and relocation. Accommodation and space planning. Outsourcing management.

RECOMMENDED READING

1. Norsaidatul Akmar Mazelan, Corporate Management Styles – Case Study of Malaysian Companies, Pelanduk Publications (2000)

2. David Birchall & Laurence Lyons, Creating Tomorrow’s Organisation: Unlocking the Benefits of Future Work, FT Pitman Publication (1995)

3. Subir Chowdhury, Management Twenty-first Century: Someday We Will All Manage This Way, Prentice-Hall (2000)

4. Subir Chowdhury, Organisation Twenty-first Century, Prentice-Hall (2003)

5. Premeaux Human Resource Management Simon & Schuster (2002)

6. Ian Beardwell & Len Holden, Human Resource Management: A Contemporary Perspective, Pitman Publishing (1994)

7. Neil Crockford, The Administration of Insurance, ICSA Publishing, 1987

8. S.R. Diacon & R.L. Carter, Success in Insurance, John Murray (1984)

9. Catherine Tay Swee Kian, A Guide to Protecting Your Ideas, Inventions, Trademarks & Products, Times Book International (1997)


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Documents

EXAMINATION SYLLABUS new 1 - Chartered Secretaries Malaysia (MAICSA)