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4 3.0 The Course — A Brief Introduction

About this course

Welcome to a new semester with BCS 202/05 Corporate Compliance Management. This is a 5-credit basic major course within the Bachelor of Business (Hons) in Corporate Administration (BBCA) programme. It is the first compliance course to be taken by all students wishing to complete their BBCA degree.

The aim of the course is to prepare graduates with opportunities to become company secretaries, or act as guardians of corporate compliance in scope of corporation administration. You will learn about the steps and process of incorporation, documents form constitution of a corporation, process involved in changing names and status of the corporation, share capital maintenance and alteration, instruments in raising capital by corporation and its charges, and the unique management power being granted to board of directors by shareholders through general meetings. The separate legal entity of a corporation is introduced for the benefit of students whom have no exposure to corporate law in their learning process. The course proceeds to highlight various procedures and deadlines which are mandated by legislation and the standard forms prescribed by the Companies Act 1965 to be lodged with the Companies Commission of Malaysia (CCM). After studying the course, you should be able to describe the roles and powers of the officers of the corporation such as directors, company secretary and auditors. After completing this course, you will see yourself through personal development with enhanced skills and knowledge pertaining to corporate administration.

You will find some activities such as self-test questions, and short case study within the sub units which you can use to reinforce what you have learnt. You are advised to spend about 2 to 4 weeks on each unit and allocate an approximate of 18 weeks for the entire course. You should read the Course Guide thoroughly before looking at the study units and proceed to read the supplementary textbooks to obtain a better understanding. Some of the contents may be familiar to you, but much of the information is specific to BCS 202/05 Corporate Compliance Management. Please spend adequate time to appreciate some of the intricacies of the knowledge and material information presented. The Course Guide provides information on the course contents and suggests ways for you to work your way through the material. It also provides some guidelines as to the amount of time you are likely to spend on each unit in order to complete the course successfully. Please refer to section 4.0 on tutorials for further information regarding your tutorial sessions.

This course contains five study units.

Unit 1 will guide you into an introductory course to have a better understanding of the various types of companies, such as companies limited by shares, companies limited by guarantee, unlimited companies and exempt private companies as well as foreign companies. It discusses the differences between the private and public companies and the incumbent consequences of having such status of companies and the procedures of conversion between these status. You will be brief the process of incorporation and the know how of reservation of the name of the company. Lastly, it focuses on the filing of relevant documents and stamp duties payable for the incorporation. The importance of the first directors meeting to enable commencement of business of a newly incorporated company is also discussed.

Unit 2 will guide you through basics documents which form the constitution of company, namely the Memorandum of Association, and the Articles of Association of the company. It begins with explanation on the purpose of the constitution, and later move to the content of Memorandum and Articles of Association, alteration of the Memorandum of Association, alteration of the Articles of Association, alteration to the company‘s name, alteration to the objects clause, and change of company name. The importance of directors’ roles and auditors’ roles in governing the corporation’s are also highlighted.

Unit 3 will guide you through the knowledge on shares of the company. It begins with various types of share capital, the procedures and circumstances where share could be bought back by the company, prospectus and its contents, liability for misstatement and the penalties and remedies for misstatement. The sub units also cover procedure for registration of charges and consequences of not registering the charges. You will learn the laws and procedures for the above and the respective implication for non compliance.

Unit 4 is designed to acquaint you with knowledge on arrangements and reconstructions of company. In this unit, various statutory requirements in relation to company rearrangement and reconstruction are explained, includes procedures for application to court for arrangements and reconstruction, qualification and liabilities of receivers, the priority of payment by the receiver to various parties are highlighted. Lastly, you will learn various types of winding up and its respective procedures of winding up.

Unit 5 will guide you through regulatory bodies and corporate governance. This unit discusses roles and functions of the Foreign Investment Committee (FIC), Securities Commission Malaysia (SC), Companies Commission of Malaysia (CCM), Bursa Malaysia and its respective share markets, namely Main market and ACE market. The sub units also covers brief discussion on Employees Provident Fund (EPF), Social Security Organisation (SOCSO), Inland Revenue Board (IRB) which you may have already familiar with. You will be introduced to the definition and overview of corporate governance, aims and compliance of Malaysian Code of Corporate Governance.

The time needed to complete the study units, self-test questions and assignments as well as other work involved in this course depends on your analytical ability and background. The estimated time to spend on this course is about 10 hours per week. This estimate includes the time for reading the study units, completing all the self tests and assignments, undertaking the suggested reviews, attending tutorial sessions and preparing for the final examination.

Each unit has been designed to take between 20 and 25 hours, therefore to complete the whole course, you will need about 200 hours. There is no pre-requisite for this course. However, as this course emphasises both knowledge of legislation governing companies and legislative compliance and management. You need to familiar with the concepts of corporate personality, effects of company incorporation, fiduciary duty of directors and auditors, legislative compliance, and also the arrangement and reconstruction. This knowledge is very important in today‘s business dynamism. It helps you to understand and analyse various aspects in the administration of corporation in legal environment. You will find that case studies play an important part in this course. You are encouraged to practise the exercises at the end of each unit, which takes the form of a case study as practice make perfect.

 

Icons used in course materials (with examples)

In the course materials, you will come across icons that are designed to inform you of the activities that you are required to do before proceeding to the next section. Please follow the guidelines in these examples as the content writers have included these icons in various activities of the course materials. The following icons and examples explain how these icons lead you towards a richer and more productive learning experience. Please note that this course may not use all these icons. The examples illustrated in the following table may not be applicable to all courses.
 

Course organisation

Units Titles Weeks Assessment activities
1 Types of companies and the process of incorporation 4 TMA 1 (25%)
2 The Memorandum and Articles of Association of the company, directors and auditors 4 TMA 2 (25%)
3 Share capital and charge 4
4 Prospectus, arrangement and reconstruction of company, receivers and managers, winding up 3
5 Regulatory bodies and corporate governance 3
Total 18 (50%)

 

 

Objectives

The objectives of this course are to:

1.  Prepare graduates with opportunities to become Company Secretaries in or to business organisations.

2.  Act as guardian of corporate governance in their corporations.

3.  Describe knowledge of law, requirements of secretarial practices and compliance in relation to company management and other business related disciplines and their application in day to day corporate operations.

4.  Organise and conduct of company meetings and apply all compliance. requirements in relation to formation, registration, management and winding up of a company.

5.  Describe ethical management of companies with the knowledge of subjects like corporate governance.

6.  Communicate effectively with all the stakeholders including the members and regulatory bodies and effective recording and reporting of company‘s meetings.

7.  Apply managerial skills in their compliance functions.

 

Outcomes

After completing this course, you should be able to:

1.  Comply with various regulations relating to corporate administration, compliance and procedures.

2.  Apply the knowledge of internal controls and audit requirements.

3.  Analyse and advise management on compliance risk.

4.  Adhere with corporate compliance and its repercussion on non compliance as well as disclosure status.

5.  Advise on violation of regulation and its impacts in relation to non compliance risk.

 

Course assessment

This course is designed to help you move easily from the stated objectives through the required readings, self-tests, practice exercises and tutor-marked assignments (TMAs) to a final examination. In an assessment, you will be expected to:

  1. Demonstrate comprehension of the principles and knowledge of Corporate Compliance Management that you have learnt in the course.
  2. Integrate course principles and knowledge with your own experience and observations.
  3. Apply course concepts you have learnt in the course to a variety of situations.

The TMAs and an examination are designed to test and facilitate your progress. To complete the course successfully, you are required to pass both the continuous assessment and the final examination.

 

Tutor-marked assignments (TMAs)

You are required to complete all the two TMAs for BCS 202/05 Corporate Compliance Management.

The TMAs take the form of assignment questions. You will complete the first TMA (TMA1) at the second month of the semester to receive written feedback on your initial performance. All TMAs are timed to allow feedback on one TMA before the next one is due. They require you to apply the principles and knowledge introduced in this course. In all cases, you need to show an ability to write clearly and effectively to complete the tasks prescribed in the TMAs. The weightage of the TMAs are: TMA 1 (25%) and TMA 2 (25%).

 

Course delivery

Textbook

Not applicable.

Reference book

Not applicable.

Supplementary readings:

Additional readings may be taken from journals, magazines and other books. These may be given in the form of hard copy or uploaded to WawasanLearn. Optionally, you may also refer to the Companies Act 1965 as supplementary for additional reading.

 

Course materials and student support

Course materials are the primary source of content that WOU provides for you to study. They normally consist of all or some of the following:

  •  Study Units [developed and written by course developer(s)].
  • Course Guide.
  • Self-tests and activities.
  • Instructions for 2 TMAs on WawasanLearn.
  • Specimen examination questions on WawasanLearn.
  • Other print and non-print media that may accompany the set of course materials.

Apart from WawasanLearn and tutorials, WOU is mindful of the need to support you throughout the course. Our Regional Offices are well-equipped and staffed to attend to your queries whenever they arise. We have Regional Office Directors and tutors who will be glad to listen to you. The Regional Office staff will link you to the relevant person when there is a need. The Regional Offices have access to the WOU campus in Penang and are also able to contact the Course Coordinator when required to do so.
 

Learning management system

This course is supported by the Learning Management System (LMS). You can find course materials and the latest course information in the LMS known as WawasanLearn. Access to WawasanLearn is by way of a single login password entry into the Student Portal and you can “click” into the course sites and associated e-forums. You can also communicate with your tutors, the Course Coordinator and your coursemates using WawasanLearn.
 

Self-help groups

You are advised to organise informal meetings between your coursemates from the same tutorial group. We want to emphasise the benefits of such activities as the collaboration and interaction will be most useful in supporting your efforts to complete your TMAs and to form a learning community. These meetings which are purely voluntary provide a way for you to help one another.

 

Online support

1. www.ssm.com.my

2. www.sc.com.my

3. www.bursamalaysia.com

4. http://www.lexadin.nl/wlg/legis/nofr/oeur/lxwemal.htm

5. www.cljlaw.com

6. www.westlaw.com

License

3.0 The Course — A Brief Introduction Copyright © 2011 by Wawasan Open University. All Rights Reserved.

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