slide presentation behind every falling woman is a hubby

7/31/2019 Slide Presentation Behind Every Falling Woman is a Hubby

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BEHIND EVERY FALLING

WOMEN IS A HUBBY


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GROUPMEMBERS

NAME NO.MATRIC

Liaw Huan Huan 23847

Annie Bong Yi Ting 23152

Liu Boon Hui 23892

Mohd Faris Bin Mohd Daud 21516

Nurfaraian Mat Zim 21984

Chow Soon Fah 25502

Shafizza Bt Sahdan 24974

Fauziah Hanum Bt Hamidon 23489

Nur Shafiqah Bt Tukino 24624

Noor Atikah Bt Zainal Abidin 24334

Fatmi Hidayah BT Razali 25513


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CASE BRIEF SUMMARY

Where did it take place?

Securities Commission MalaysiaThe task force appointed by the International

Institute of Finance.

What happened?

Zarinah as being in a tight spot; the reason beingthat her husband, who is also E&O chairman, had

bought E&O shares a few days before Sime Darbysannouncement of its purchase.

The conflict of interest violated by Zarinah clashdirectly to the Securities Commissions principle andstandard, which under the first principle ethics and

integrity.

Who is it about?

The chairwoman of Securities Commission Malaysia, Tan Sri Zarinah Anwar and her husband Datuk AzizanAbd Rahman.


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How did it happen?

Sime Darby bought its stake for RM2.30 pershare which represented a premium of 60% of

the value of the shares.

After six weeks later, the SC ruled that SimeDarby did not have to make a general offer.

Sime Darby forced make a general offer forE&O after acquiring 30% in the company.

Why did it happen?

Due to the wake of a blatant conflict of interest involving her husbands trading in shares.

When did it take place?

After few months controversy the Malaysia Securities Commission has announced that thechairwoman of Securities Commission Zarinah will step down at the end of March 2012.

CASE BRIEF SUMMARY(CONT..)


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STATEMENT1

(DISCLOSURE OF INTEREST)


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The perceived conflict of interest between Tan Sri

Zarinah, as the Chairman of the Securities

Commission, and her husband Datuk Azizan AbdulRahman, Chairman of E&O, looked outright bad andwas directly opposite the SC's own Principles andStandards. In addition, all SC staff and their

immediate family members have the obligation toavoid putting themselves in situations of conflictwhere their personal interest is conflicted with theinterest of the SC.


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SECURITIES COMMISSION 1993,

SECTION 13 (DISCLOSUREOF INTEREST)

(1)A member of the commission or any committeewho has or acquires a direct or indirect interest inrelation to any matter under discussion by theCommission or committee shall disclose to the

commission or committee, as the case may be, theexistence of his interest and nature thereof.

(4) Any member of the Commission or committeewho fails to disclose his interest as provided undersubsection (1) shall be guilty of an offence and

shall, on conviction, be liable to a fine notexceeding two hundred and fifty thousand ringgit orimprisonment for a term not exceeding five years orto both


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Statement 2

(RIGHT OF MINORITYSHAREHOLDER)


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KUALA LUMPUR: Eastem & Oriental Bhd (E&O) iscast into the spotligt again after a

minority shareholder of the property developer fileda suit against the Securities Commission (SC) for notcompelling Sime Darby Bhd to make a general offer

to acquire all of E&Os shares soon afterSime Darbybought a 30% stake in the company
http://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhd


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Securities Commission today announced thatSimeDarby Bhd need not to make a General Offer (GO) tothe remaining shareholders after its 30% acquisitionof E&O last month. It is below the 33% holding;where mandatory GO has to be made.
http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/http://bigdogdotcom.wordpress.com/2011/10/06/eo-g-o-to-be-or-not-to-be/


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SECURITIES COMMISSION 1993, SECTION 34 A(1) SUBJECTTOSECTION 34 B (RIGHTOFMINORITYSHAREHOLDER)

If a take-over offer relates to all the shares or to allshares in any class or classes in an offeree and, at anytime before the end of the period within which thetakeover offer can be accepted

(a)the offeror has, by virtue of the acceptances of the

takeover offer, acquired some (but not all) of the sharesto which the take-over offer relates or shares of anyclass or classes to which the take-over offer relates; and

(b)those shares, with or without any other shares or anyother shares of that class or classes to which thetakeover offer relates, as the case may be, which the

offeror any nominee or related corporation of the offerorhas acquired amounts to not less than nine-tenths invalue of all the shares in the offeree or of that class inthe offeree.


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Statement 3

(INSIDER TRADING)


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In yesterday's posting here on the strange

collaboration between Sime Darby and E&O, weobserved a possible insider trading by theChairman of E&O, Dato Azizan Abdul Rahmanaka "Mrs Zarinah" or husband to SCChairperson, Tan Sri Zarinah Anwar.
http://anotherbrickinwall.blogspot.com/2011/09/sdarby-purchase-in-e-strange-buy-and.htmlhttp://anotherbrickinwall.blogspot.com/2011/09/sdarby-purchase-in-e-strange-buy-and.html


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INSIDER TRADING FROM MALAYSIAN LAW (LEGAL)AND ISLAMIC LAW PERSPECTIVE (NON-LEGAL)

LEGAL

What is Insider Trading

Bursa Malaysia Securities Bhd defines insider

trading as the purchase or sale of a companyssecurities affected by or on behalf of a person withknowledge of relevant but not public materialinformation regarding that company. The insider isin a position to make massive gains by selling or

buying securities information that might affect theprice of the companies securities (price- sensitiveinformation) is made public.


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Position of Insider Trading Under MalaysianLaw

With the passing of Capital Market and ServicesAct, 2007 CMSA in September 2007, the statutoryprovisions governing insider trading can now befound in part V, Division 1 , Subdivision 1 of theCMSA.

Section 1882 (2) of the CMSA prohibit an insider inpossession of certain information as described inSection 183 , Section 184 and Section 185 fromacquiring , disposing of , or procuring, or directly

,an acquisition or disposal of , or the entering intoan agreement for or with a view to acquisition ofdisposal of such securities.


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Position of Insider Trading Under Islamic Law

Islamic law also disallows and prohibits insider

trading as it against several basic principals inIslam.(Principal of fainess and justice , principal ofthrusworthiness , principal of entitlement to equal ,adequate and accurate information)

Mohd Herwan Sukri MohammadHussin.(2008).Azmi & Associates:Advocates andSolicitors. Insider Trading From Malaysian Law andIslamic Law Perspective.

Reference: Retrieved on March 26th 2012 fromhttp://www.azmilaw.com/archives/Article_10_Insider

_TradingIslamic_Law_view_00102077_.pdf
http://www.azmilaw.com/archives/Article_10_Insider_TradingIslamic_Law_view_00102077_.pdfhttp://www.azmilaw.com/archives/Article_10_Insider_TradingIslamic_Law_view_00102077_.pdfhttp://www.azmilaw.com/archives/Article_10_Insider_TradingIslamic_Law_view_00102077_.pdfhttp://www.azmilaw.com/archives/Article_10_Insider_TradingIslamic_Law_view_00102077_.pdf


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Statement 4

(CONTRACT)


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PETALING JAYA: Tan Sri Zarinah Anwar, chairman of

the Securities Commission (SC), will reportedly stepdown next month as pressure grows over the SCs

role in Sime Darby Bhds acquisition of a 30% stakein Eastern & Oriental Bhd (E&O) last August, saidSingapores The Straits Times. Zarinahs contract

ends next month and she is said to be leaving afterhelming the SC for six years.
http://archives.thestar.com.my/search/?q=Tan%20Sri%20Zarinah%20Anwarhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Eastern%20&%20Oriental%20Bhdhttp://archives.thestar.com.my/search/?q=Eastern%20&%20Oriental%20Bhdhttp://archives.thestar.com.my/search/?q=Eastern%20&%20Oriental%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Sime%20Darby%20Bhdhttp://archives.thestar.com.my/search/?q=Tan%20Sri%20Zarinah%20Anwarhttp://archives.thestar.com.my/search/?q=Tan%20Sri%20Zarinah%20Anwarhttp://archives.thestar.com.my/search/?q=Tan%20Sri%20Zarinah%20Anwarhttp://archives.thestar.com.my/search/?q=Tan%20Sri%20Zarinah%20Anwar


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SECURITIES COMMISSION 1993

Section 7: Resignation and revocation.The appointment of any member may at any time berevoked by theMinister & a member may at any time resign his officeby a written notice addressed to the Minister.

Section 8: Vacation of office.The office of a member of the Commission shall bevacated if he has been convicted of any offence underthe law.

Section 16 Powers of the Commission.The Commission shall have all such powers as may benecessary for or in connection with, or reasonablyincidental to, the performance of its functions under thesecurities laws.


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Statement 5

(FIDUCIARY DUTY)


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KUALA LUMPUR: ECM Libra FinancialGroup Bhd has emerged as a substantialshareholder in property developer Eastern & Oriental

Bhd (E&O) after accumulating 42 million shares or a5.12% equity interest in the company at end-April. Itis believed that Riong Kali leaked the deal to thepress. The intention is very clear. ECM Libra hasvested interest in property developer. Probably, they

are looking into controlling E&O. The end game ofthe acquisition is most probably doing an assetstripping exercise baloney style, slice-by-slice. Itseemed Azizan did not just buy for himself but tippedhis long time business partner and collaborator, Dato

Kalimullah to buy into E&O. Whether Kalimullah wentin also is not certain, but ECM Libra went in big time.


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COMPANY ACT 1965 (ACT 125), REGULATION,

RULESAND ORDERSECTION 132 (FIDUCIARY DUTIES)

AS TO THE DUTY AND LIABILTY OF OFFICERS

(1) a Director of a Company shall all times exercise hispowers for a proper purpose and in good faith in thebest interests of the Company.

(1A) A Director of a Company shall exercise reasonablecare, skill and diligence with-

(a) the knowledge, skill and experience which mayreasonably be expected of a Director having the same

responsibilities; and

(b) any additional knowledge, skill and experience whichthe Director in fact has.


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CRITICAL ANALYSIS

Functions &Responsible S15, SCA

Regulatory

PolicingInvestors'

confiodence


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ADDITIONAL INFORMATION

Datuk Azizan Abd Rahman - Eastern & Oriental Berhad

Husband to Securities Commission ChairpersonTan SriZarinah Anwar. Independent Non-ExecutiveDirector/Chairman of Eastern & Oriental Berhad (E&O);Chairman of the Investment Panel of Lembaga TabungHaji: Chairman of Ramunia Holdings Berhad; Director ofMBf Holdings Berhad, Apex Equity Holdings Berhad andTH Plantations Berhad.

Tan Sri Zarinah Anwar

Zarinah Anwar was appointed as the chairman of theSecurities Commission on April 1, 2006. She had servedas the Deputy Chief Executive of the SC and member ofthe Commission since December 1, 2001.
http://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/tan-sri-zarinah-anwarhttp://www.mole.my/content/tan-sri-zarinah-anwarhttp://www.mole.my/content/tan-sri-zarinah-anwarhttp://www.mole.my/content/tan-sri-zarinah-anwarhttp://www.mole.my/content/tan-sri-zarinah-anwarhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhadhttp://www.mole.my/content/datuk-azizan-abd-rahman-eastern-oriental-berhad


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RECOMMENDATIONS


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Zarinah Anwar should not use her power as thechairperson of Securities Commission to give theopportunities to her own husband in buy the E&O

stocks. the problem will not arise if ZarinahAnwars husband,

Datuk Azizan Abdul Rahman was not involved in case ofE&O stock and Sime Darby

All the staff need fully understand the requirements ofthe statement to avoid conflict of interest towards othersstakeholders to ensure every transaction is fair.

Zarinah Anwar as the Chairwoman of the SecuritiesCommission is she has to leave her current position and

Securities Commission. Securities Commission is not going to renew her

contract, because she unable to renew the contract,then she was forced to leave her currenct position


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CONCLUSION

All securities commission staff and theirimmediately family have the obligation to avoidputting themselves in situations of conflict wherepersonal interest is conflicted with the interest of thesecurities commission.

Each and every member of the company isrequiring complying fully with the standards outlinedin Code of Conduct, Code of Ethics and Statementof Principles and Standards (Wind, 2012).


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END

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