Professional Documents
Culture Documents
0 ABSTRACT
There is substantial evidence in the rising of Islamic Financial Institution around the globe
when the number of Islamic banking activities is increasing on daily basis. It is also surprising to
note that even the non-Muslim communities are interested to involve in this industry which
indicates that people are becoming more aware on the advantage of implementing Islam in the
banking activities. Besides, it also might be due to the fact that these opportunists do not want to
Hence, good corporate governance is needed in order to control the Islamic banks activities
such as the adherence to shariah principle as well as non-existence of unethical behaviour in the
management which can result in a high confidence of the investors and encourage people
especially the Muslims to engage in Islamic banks rather than conventional banks.
Consequently, Islamic banks that have a good corporate governance also illustrated that
the management have no ethical issues which could sustain the institutions in a long run because
it is known that some corporate companies failed miserably due to bad corporate governance and
involve in unethical activities, as example the famous issue on Enron. On top of that, corporate
governance is an essential element in order to manage the organization and to ensure good
corporate performance.
2.0 INTRODUCTION
Corporate Governance is a process and structure used to direct and manage business
affairs of the company towards enhancing business prosperity and corporate accountability with
the ultimate objective of realizing long-term shareholder value, whilst taking account the interest
of other stakeholders. Usually, the shareholders will appoint directors and the auditors to satisfy
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themselves that an appropriate governance and controlled are placed in their company.
Meanwhile, the board of directors’ responsibilities are to govern the company by practicing
prudent management. In other words, corporate governance is about what the board of a
company do and how it sets the values for that respective company.
accountability practices that exist within a system. Good corporate governance will ensure that the
business environment is fair and transparent and that companies can be held accountable for their
actions. Besides that, transparency or disclosure communicate to the public about the company’s
activities, policies, ethical standards or even about social and environmental concern of a company.
In contrary, weak corporate governance will lead to waste, mismanagement and corruption. It can
governance in Islamic Banks. The first objective is to examine the corporate governance disclosure
quality on the 16 annual reports of Islamic Banks by using Corporate Governance Disclosure Index
(CGDi). Next, the second objective is to analyze if there is any increment of disclosing corporate
governance items in 2016. The last objective is to know whether it is sufficient to rely only on
To meet the objective and answer of this paper, first reviews of the existing corporate
governance literature is prepared. Then research method applied in this paper is provided followed
by the findings and discussion of the research. Lastly, the conclusion of the findings and the
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The guidelines or standards used in the disclosure of a corporate governance is MFRS 7
which provides two main disclosures that cater the need to disclose the qualitative and quantitative
information on the exposure of risk faced by the entities in their financial statements (as cited in
Syaima’ Adznan and Sherliza Puat Nelson, 2014). Besides that, in Malaysia, the companies can
refer to Malaysian Code of Corporate Governance (MCCG) in order to enhance the quality of
information to disclose in their reports. However, MCCG allows the companies to be flexible and
develop their own approaches to corporate governance (as cited in OECD, pg 50, 2011).
The Securities and Exchange Commission (SEC) had released a new code of corporate
governance for public listed companies. This new code is to further strengthening the basic
2017). With the new code of corporate governance, the listed companies need to disclose in their
In a study by Zulkifli Hasan emphasized that Islamic Financial Institutions are more
concerned with formal adherence to Islamic law instead of promoting Islamic ethical values which
led to several IFIs has weak corporate governance and resulted in corporate difficulties. Thus, it is
suggested to take ethics into account. According to Al-Qurtubi (1966), Islamic ethical principles
is derived from Al-Quran and Al-Sunnah which provides clear guidelines of ethics that is relevant
to corporate governance particularly in setting the standard code of behaviour of all stakeholders
and guiding the daily and business activities of the firm. This refers to the principle of adl (justice),
In addition, a study by Zaleha Othman, Rashidah Abdul Rahman, and Faridahwati Mohd.
Shamsudin have shown that the role of ethics in the context of corporate governance is interpreted
from three perspectives which are corporate governance as a code of ethics, ethical inclusivity in
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governance and ethics as an affiliate of corporate governance. The writer urged that complying
with corporate governance requirement is an act of ethics and it is supported by two experts,
Sulivan and Shkolnikov (2007) which said that ethics is the heart of corporate governance.
In every organization, there is a need for a dispute management in case there are issues
arise in corporate governance. According to Umar A. Oseni, Abdul Haseeb Ansari and Hunud
Abia Kadouf, muhtasib is responsible to solve the dispute in the management in an organization
mainly Islamic Financial Institutions. The muhtasib act as a neutral, and independent body who is
able to execute a confidential investigation into such allegation and recommend appropriate steps
On the other hand, Corporate Governance Disclosure Index (CGDi) is used to evaluate the
quality of Corporate Governance (CG) disclosure of IFIs (Norakma Abd Majid, Maliah Sulaiman,
Noraini Mohd Ariffin, 2009) and it will be used as well in this paper as a measurement. The CGDi
is derived from Central Bank of Malaysia (BNM), Islamic Financial Services Board (IFSB) and
Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI). Firstly, BNM
issued GP1-i which is the “Guidelines on Corporate Governance for Licensed Islamic Banks” in
2007. Secondly, IFSB issued IFSB-3 which is the “Guiding Principles on Corporate Governance
for Institutions Offering Only Islamic Financial Services (Excluding Takaful and Islamic Mutual
Funds)” in 2006. Thirdly, AAOIFI issued GSIFI nos. 1 to 6 which is the “Governance Standard
for Islamic Financial Institutions” in 2008. Note that the first one is the main reference source to
form the checklist of governance disclosure, meanwhile the second and third sources form the
basis for identifying governance items that are not covered and overlap with the items in the first
one.
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These 3 guidelines are used in developing the index on the basis of stewardship theory
where the managers are persons of trust that they will act in the best of interest of the principal
(Mills and Keast, 2009). The index is summarized into 14 dimensions with 123 sub-items and
divided into 2 themes which are general-governance related information (10 dimensions) and
CG disclosure which consists eleven dimensions namely, Board structure and functioning,
Committee, Shariah Committee, Risk Management, Internal Audit and Control Activities, Related
4.0 METHODOLOGY
In this paper, the annual reports of Islamic banks were analyzed. All the sixteen
annual report of Islamic banks in Malaysia both local and foreign were analyzed which
categorized in three types named, full-fledged Islamic banks, Islamic subsidiary and
foreign Islamic banks. In addition, an interview was conducted with one of the shariah
The analyses were carried out on the 14 dimensions adapted from the guidelines.
CGDi was applied to measure the quality of the disclosure of the CG score for each bank
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A score of “1” was given if a particular items was reported and a score of “0” was
disclosure quality. After analyzing all the 16 annual reports (refer to Appendix 1),
undeniably, even after 8 years, all of the banks still cannot disclose all the 123 items in
CGD Index. Looking at the first dimension which is board structure and functioning, banks
such as RHB Islamic bank, CIMB Islamic bank, Bank Muamalat and Bank Islam did not
disclose shareholdings of directors and its restriction. The possible reasons of not
disclosing such items was maybe they want to make it private to public to protect the
directors. Most of the banks did not disclose the performance of assessment of board as a
whole, individual directors and CEO. They just mentioned that the method in assessing the
performance like Key Performance Indicators (Kpi). Besides that, most of the banks did
not include the criteria of appointment of Shariah advisors in their annual reports. The
annual reports just cover the criteria of appointment on the board. Also, most of the annual
reports only disclose the remuneration policies for BODs and ignore the remuneration
As for the second dimension which is Nominating Committee, it is agreed that there
is no note indicates the assessment done by NC in relation to the mix of skills and
experience of directors. Only some bank like Standard Chartered Saadiq, Al-Rajhi
Investment Bank and HSBC Amanah, disclose such information in their annual reports.
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Moving on to the third, fourth and five dimensions which are Remuneration Committee,
Risk Management Committee and Audit Committee. Most of the banks can score full
marks on this dimensions but due to the reasons of not disclosing remuneration policies set
for management and Shariah Committee and no notes on risk management, charter for
internal and external auditor, they cannot score full marks. Proceed to Shariah Committee,
it is agreed that all of the banks did not disclose the endorsement of IFIs’ activities, policies
and procedures of the appointment and dismissal as well as the policy on rotation and
fatwas and rulings during the year. The reason of not disclosing such items are still
questionable. The other issue on this dimension is not disclosing issue report by Shariah
Committee, only certain banks such as Bank Islam and RHB Bank include the report by
Shariah Committee in their annual reports. Besides that, most of the bank also did not
include items like remuneration scheme and Shariah review performance. Surprisingly,
after analyzing all the 16 annual reports, Standard Chartered Saaddiq and CIMB did not
disclose the frequency and quorum for meeting for Shariah Committee.
As for the Internal audit and control dimension, all of the Islamic banks did not
disclose remuneration policy for internal auditor, performance of internal Shariah review
by Internal auditor and charter for ISR in bank. Plus, not many banks disclose area of focus
during the performance review and the changes of internal control policies and procedures.
Thus, it is agreed that, more than half scoreless in this dimension. For the related parties
transactions and management reports, most of the banks also cannot score full marks on
these dimension as they do not disclose either one item for each dimension. Next, all of the
because they do not disclose any breach of guidelines and the alternatives to measures the
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breach. The possible reason of not disclosing such items is all of the banks did not breach
any guidelines. As for the governance committee, maybe there is no initiative from banks
Next, looking at the investment account holders section, most of the banks fail to
score half under this dimension. The common information they disclose under this
dimension is on profit calculation method, the application of IAH’s fund, its investment
strategies and Shariah consideration on the basis of profit allocation. However, it is true
that most of the banks did not disclose the rights of unrestricted IAHs upon Mudharib’s
failure to perform since it will expose them to greater risk. However, by not disclosing the
items, they are not being honest towards the customers as not all the customers are aware
of their rights when Mudharib fails to perform their duties. The banks also did not disclose
information on smoothing returns. The possible reason is maybe they did not practice
smoothing as one of their transaction or service. Last but not least, most of the banks score
full marks on Shariah Compliance dimensions except for Standard Chartered Saadiq and
HSBC Amanah which they did not disclose any items on this dimension in their annual
reports. As to conclude, even all of the banks cannot score full marks on the CGD Index,
their disclosure quality is still high since most of them provided more information on
corporate governance in the 2016 annual reports compared to 2009 annual reports.
The second objective of this paper is to analyze the performance of the Islamic
banks in disclosing the corporate governance in the annual report. In order to measure the
compliance of the Islamic banks in this matter, a comparison had been made between a
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previous study by Maliah Sulaiman, Norakma Abd Majid and Noraini Mohd Ariffin in
2009 and a study conducted on the annual reports of the Islamic banks for the year 2016.
Previously, the local Islamic banks were seen as more transparent as compare to
the foreign-owned Islamic banks because the CGDi of the local Islamic banks showed a
higher number. It also means the local Islamic banks were able to comply with the BNM
changes are not uniform but instead there are quite a range of increases and decreases in
the number of scores of CGDi. Specifically, there are more than half showing an increase,
around 9 Islamic banks showing a positive changes while another 5 showing a decrease in
Alliance Islamic is highlighted as experiencing the most reduction in the score from
76 in 2009 to 72 in 2016 approximately 5.26 percent of downturn. This is due to the non-
disclosure items especially the related party transaction, management report, non-
adherence to the guidelines and customer/ IAH. They did not to disclose those items might
be because they see it as something confidential and significant that could affect their
because the Islamic banks should disclose items related to the customers. Apart from that,
surprisingly the bank did a very good job in disclosing Governance Committee as it is very
In contrast, OCBC Al-Amin had appeared to be the most successful Islamic banks
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to 78 in 2009 to 2016. The main contribution to the score is the fact that the bank disclosed
all 18 out of 24 items in the board structure and functioning. Plus, they also disclosed 11
out of 12 items in the audit committee/ audit & governance committee which is very
important to acknowledge the members in the audit committee as non-executive and have
no interest in the bank as it will threaten the independence of the auditors. Besides that,
OCBC Al-Amin also managed to prepare an organized and almost complete statement of
corporate governance.
governance items. It is agreed that most of the Islamic banks were able to comply to the
BNM guidelines and the banks are showing efforts in following the guidelines based on
the slight increase. In addition, it is proven when the scores in board structure and
shariah committee illustrated the most disclosed items in the index which also explain that
the Islamic banks have a good understanding in the function of the board member and the
importance of these committee to ensure the directors are competent and accountable to
Despites of a decrease in the score for few Islamic banks, there must have reasons
behind it. For example there could have been changes in the procedure or the system that
they could not disclose yet, but they could notify the users by showing it in the notes. After
all, the changes made gradually can result in big impact to the banks as it will directly or
indirectly help to assist the Islamic banks to have a good corporate governance in order to
monitor, control and direct the company to the best of their interest especially to the
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Therefore, the fact that the least likely item to be disclosed is Governance
Committee, it is the main factor that many of the Islamic banks scored low in the CGDi.
Thus, BNM has to create awareness on the importance to have this committee and to
enforce all Islamic banks to establish Governance Committee as it will help to ease and
if the boards are lack of knowledge in Shariah perspectives. It is good if all parties in
Islamic bank are able to understand shariah especially the board of directors itself. This is
because the boards are the one who lead the Islamic bank and it will be easier for them to
give their decision when it comes to shariah issues. In conventional governance, boards
usually focus more on the profit related items without having knowledge on the shariah
issues.
because the standards has not been revised for quite some time and they don’t have
international body that can check the quality and performance of the standards. The
standard is not harmonize in every country which means that different country may use
different standards. Unlike conventional, they usually use IFRS in terms of disclosure. It
shows that there is a need of harmonization in standard so that the standard is comparable
to different countries.
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On the other hand, it is compulsory to rely on shariah governance since corporate
governance only is not enough in governing the Islamic banks. Even though governance
that follows shariah, is still in infant stage, it will still be helpful in conventional bank when
it comes to shariah related matters. There are many things need to be done to improve the
standards, but the existence of Shariah Committee, internal and external auditor as well as
good management will lead to good corporate governance provided that standard, rules and
6.0 CONCLUSIONS
As was discussed in this paper, most of Islamic banks in Malaysia are still not
there is various increase and decline in the number of scores of CGDi between the previous
study in 2009 and the current study conducted. Thus, it can be concluded that there is a
need to raise the awareness regarding the importance of having high disclosure and good
corporate governance in an institution. The practice of good corporate governance can lead
to better performance of the bank because it provides guidelines and principles for the bank
However, despite having all the codes and standards, all related parties need to be
fulfilling the interest of all stakeholders and not make a decision based on self-interest. On
the other hand, the shareholders of the bank must play an active role by having good
communications with the bank. This is to ensure that the bank meets the mandatory
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disclosure requirements and voluntary best practices. As the investor of the bank, high
disclosure on corporate governance is helpful for them to determine the performance of the
financial institution. As for the banks, they should initiate more seminars and workshops
in order to highlight the relevance of corporate governance. Lastly, it is also a must for the
bank to have a Board Committees with diverse skills, shariah knowledge and experience
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8.0 APPENDIX
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Appendix 1
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Bank Islam Malaysia Berhad (inc 8.06%) 62 67
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Appendix 3
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