말레이시아 기업입법과 회사기관구조

The corporate governance on the company law in Malaysia

The purpose of this paper is to comparatively analyze the corporate governance of Malaysia by introducing its legislation history, describing the characteristics of corporate legislation and their various forms, and legally-appraising the country’s institution structure, through which it can help Korean industries actively lead their businesses in Malaysia. The company law of Malaysia were developed under the influence of the laws of England. Also, the company law in 1965 was established by accepting its later revision, and the companies’ acts of countries belonging to Anglo-American laws. Accordingly, its basic principle is very similar to that of the laws of England. It was revised in 1973. The company law of Malaysia are three kinds of company forms such as private enterprise, association enterprise, and corporation. The corporation largely takes the form of company, and the company is classified into four types such as company limited by shares, company limited by guarantee, and company limited by share guarantee, and unlimited company. General meeting, as a necessary permanent organization of decision-making on a company’s fundamental matters, has power as the highest organization on particulars based on articles of association. One problem of general meeting is that there is no act on the law about authority of the meeting even though it is necessary permanent organization and it has power as the highest organization on particulars based on the law and articles. It has complicated regulations on the holding time of general meeting. It seems to appropriate for the meeting to make the authority into law and supplement it by articles of incorporation on the exceptional matters. This system adopts the method of entrusting the right of the board to a single or multiple directors regarding the authority of the board of directors without a representative director system. This is not a normal shape of corporate governance. There is no problem in that authority allocation between general meeting and the board is regulated by articles of incorporation considering efficiency promotion, but however, it could ruin reliance interest on the opposite. The company law of Malaysia stipulates that all companies have audit system regardless of its type. It is beyond doubt that stipulation on the audit system should be applied to small scale and closed personal-od. Therefore, the corporate legislation of Malaysia needs some reforms to be suitable for global corporate governance standard and to secure its transparency and democracy on the company operation.