Directors of listed companies must actively ensure compliance with financial regulations; reliance on auditors cannot absolve them from fiduciary duties and they cannot claim bias where procedural fairness is observed.

Headnote:(A) Capital Markets and Services Act 2007 - Listing Requirements - Judicial Review - Allegations of breach of Listing Requirements against directors of a listed company dismissed - Applicants failed to demonstrate bias, jurisdictional error, or violations of natural justice; penalties imposed for non-compliance deemed justified. (Paras 2, 54)

(B) Directors' Duty - Directors must exercise care and diligence in financial matters; reliance on auditors does not exempt fiduciary responsibilities. (Paras 20, 22)

(C) Natural Justice - Right to a hearing is not limited to oral presentations; written submissions are sufficient within regulatory processes. (Paras 31, 36)

Facts of the case:
Applications contest penalties imposed on directors of a public company for failing to submit timely accounts and for discrepancies in financial results leading to public reprimands and fines. The legal challenges revolve around procedural versus substantive issues amid ongoing criminal investigations. (Paras 1, 4, 18)

Findings of Court:
The applicants could not demonstrate that Bursa's actions were unjust; the court upheld balancing Bursa's regulatory role against claims of prejudice and procedural fairness. (Paras 52, 54)

Issues: Whether regulatory penalties were excessive, whether procedural rights were breached, and the interplay of disciplinary and criminal proceedings. (Paras 4, 30)

Ratio Decidendi: The court reaffirms the duty of directors to monitor financial status actively and finds that the dual process by Bursa and the Securities Commission does not inherently prejudice the applicants. (Paras 17, 22)

Result: Applications dismissed with costs.

Table of Content
1. judicial review applications summary (Para 1)

[1] There are two applications for judicial review. Suit No R2-25-466-2010 is an application by Gan Boon Aun, who was the Chief Executive Officer (CEO) of Transmile Group Berhad. The applicants in Suit R2-25-467-2010, Khiudin Bin Mohd and Shukri Abdul Tawab were directors and members of the Audit Committee of the Board of directors of the same company. Both applications arise from the same set of facts and are heard together. The applications for judicial review are made of the respondent's decision in imposing penalties including public reprimands and fines on all the applicants as directors of Transmile Group Berhad (Transmile). Transmile was a company listed on Bursa's Official List. There were allegations of breaches of Listing Requirements by Transmile resulting on the punishment meted out by the listing committee on the applicants. On appeal the appeals committee upheld the decision of the listing committee.

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2012 MarsdenLR 2376

HIGH COURT MALAYA KUALA LUMPURKHIUDIN MOHD & ANOR – AppellantVersusBURSA MALAYSIA SECURITIES BERHAD & ANOTHER APPEAL – Respondent[Application for Judicial Review No: R2-25-466-2010 R2-25-467-2010]

Directors of listed companies must actively ensure compliance with financial regulations; reliance on auditors cannot absolve them from fiduciary duties and they cannot claim bias where procedural fairness is observed.

HIGH COURT MALAYA KUALA LUMPUR
KHIUDIN MOHD & ANOR – Appellant
Versus
BURSA MALAYSIA SECURITIES BERHAD & ANOTHER APPEAL – Respondent
[Application for Judicial Review No: R2-25-466-2010 R2-25-467-2010]