Approximately 6 months ago, the Securities Commission announced your elevation from being a non-executive board member of the AOB, where you were appointed in December 2020, to be the non-executive Chairman of the Audit Oversight Board (AOB), a body that was established under the auspices of the Securities Commission Malaysia (SC).
When you were appointed to be a non executive board member of the AOB in Dec 2020, you were already an Independent Non-Executive Director and Chairman of the Audit Committee of Sime Darby Property Berhad appointed in July 2017.
Yes, agreed that there is no blanket prohibition under Bursa Malaysia Listing Requirements or Securities Commission Malaysia regulations that prevents a member of the Audit Oversight Board (AOB) from sitting as an independent director of a public listed company, provided they remain independent in substance and practice.
Key words - provided they remain independent in substance and practice.
Maintaining independence in substance (true objectivity of mind) and practice (tangible, operational separation) - the gold standard.
A sine qua non principle in audit.
In the case of your appointment as Non-Executive Director and Chairman of the Audit Committee of Sime Darby Property Berhad, questions on conflicts of interests were probably not raised as it precedes your appointment as a non-executive board member of the AOB.
However, for your recent appointment, where Sime Darby Bhd announced that you will be appointed to the company’s board as an Independent Non Executive Director effective 1 July 2026, the message was not lost on the investing public.
The Chairman of the Audit Oversight Board will be on the board of a company whose auditor is PwC, one of the 38 audit firms that are registered with AOB – that is how the investing public viewed and read the announcement by Sime Darby Bhd.
And the investing public is also aware that the present Chairman of the Audit Oversight Board previously served as executive chairman of PwC Malaysia for 8 years from 2004 to 2012.
Not lost on the investing public is that the present Chairman of the Securities Commission who oversees AOB, previously served as Chairman of PwC Malaysia for 11 years until 2023.
Clearly, to the investing public, your appointment to the Board of Directors of Sime Darby Bhd presents a strict conflict of interest.
The Chairman of the Audit Oversight Board (AOB) regulates external auditors of public listed companies.
Assuming an executive or non-executive independent director role on the board of a listed issuer creates direct regulatory overlap and potential conflict, how would you or would you act or you give the standard excuse common in politics and corporate Malaysia – you abstained and opt out from the deliberations?
Its primary mandate is to inspect and register auditors of Public Interest Entities (PIEs), including companies listed on Bursa Malaysia. An AOB Chairman acting as an independent director on a Bursa-listed company means they would simultaneously regulate and be regulated by the same market ecosystem.
Under Bursa Malaysia Listing Requirements, an independent director must be independent of management and free from any business or relationship that interferes with independent judgment. A direct regulatory connection via the AOB would likely fail this test.
Both the Malaysian Code on Corporate Governance and Bursa's Directors' Fit and Proper Policy require nominees to be free from conflicts that could impair their objectivity and integrity.
Thus, do you, in all honesty, can truly say that your independence and objectivity would not be affected during the period of your appointment as an Independent Non Executive Director of Sime Darby Bhd?
A blogsite called you Champion of Corporate Governance in 2010.
As you reportedly said in 2016, everyone in an organisation is the face of trust, particularly for building trust internally. Employees will often judge a company by the actions of their inmediate managers.
The investing public is now judging Sime Darby Bhd by your actions.
You have to be whiter than white, with exacting standards of accountability, transparency and ethics as the corporate world perceived you to be.
If you can’t deliver on that, how can the investing public expect all those agencies and bodies you are representing to execute its responsibilities and tasks?
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