My contribution to a board
What a board would get from me is a balance-sheet reader. Most non-financial companies I admire carry risks that look like a bank's once you set them out: long-dated assets funded by shorter borrowings, customer prepayments that behave like deposits, covenants that tighten exactly when cash is short. I have spent twenty years measuring those mismatches in a setting where getting them wrong is fatal, and I can help a board see them in a hospital group's construction programme or a logistics company's fleet financing.
I would also bring accounting depth for an audit committee. I have presented every material judgement in a bank's accounts for five years: expected credit loss and its overlays, hedge accounting, modification losses, the classification of capital instruments. Bursa Malaysia expects at least one member of an audit committee to have the financial expertise the Listing Requirements describe, and the Malaysian Code on Corporate Governance encourages committees to include members who can challenge management on financial reporting. I would meet that expectation, though I would not chair the committee before I knew the business and its auditors.
Third, I bring experience of Shariah-compliant funding from the issuer's side of the table. Many Malaysian companies fund themselves with sukuk and Islamic facilities and hold Shariah-compliant status that their investors value. I know what can put that status at risk and how to ask about it without pretending to be a scholar.
Finally, I am used to disagreeing with a controlling shareholder in writing. I have recommended a lower dividend than our parent announced and a smaller credit release than it requested. Both relationships survived because the disagreement was argued from evidence and minuted, and because I accepted the board's decision once it was made.
Judgement in practice
01Calling a Tier 2 sukuk and replacing only part of it
Our first subordinated sukuk, RM500 million issued in 2019, reached its first call date in 2024. Investors expected the call, and our treasurer proposed replacing it in full. My analysis showed that, with CET1 at 13.1 per cent, our total capital ratio would remain far above requirements with a smaller replacement, and that the new issue would cost about 70 basis points more than the old coupon. I recommended calling the full amount, subject to Bank Negara Malaysia's approval, and issuing RM300 million. The board agreed. The call protected our standing with sukuk investors; the smaller issue saved about RM9 million a year of profit payments. On a company board I would apply the same discipline to any funding decision: separate what the market expects from what the balance sheet needs.
02Declining a connected-party financing on its proposed terms
In 2024 a property company associated with our parent's largest shareholder applied for RM280 million of bridging financing for a commercial development. Bank Negara Malaysia's rules on credit transactions with connected parties require such exposures to be approved at a senior level and on terms no more favourable than those offered to unconnected customers. The application asked for pricing 35 basis points below our standard grid and security over only part of the land. I recommended that the board decline it on those terms. Credit risk reached the same view independently. The board offered RM160 million at standard pricing with full security, and the developer took its financing elsewhere. As a director I would expect related-party papers to show the terms an unconnected customer would have received, side by side.
03Testing the whole population after a Shariah sample failed
In 2022 our Shariah review team found personal financing contracts where the sale to the customer had been booked before the bank's commodity purchase was confirmed, after a batch job was rescheduled in a system upgrade. The sample suggested a few hundred contracts. I asked for every contract since the upgrade to be tested, which delayed the final figure by eleven weeks and irritated colleagues who wanted the matter closed. The full review found 1,140 contracts and RM8.4 million of income to be purified, RM2.1 million more than the sample implied. The event was reported to Bank Negara Malaysia and rectified as the Shariah Committee directed. My lesson for any board is that a failed sample is a reason to look at everything, not to extrapolate.
My first year on a board
My first year on a board would be organised around three questions rather than a timetable.
The first is where the company's cash could run short. Before my first meeting I would ask for the funding maturity profile, the covenants in its sukuk and bank facilities, the capital-spending commitments for three years and any customer prepayments or deposits it holds. I would want to understand how the company would cope with a twelve-month delay in its largest project, because that is the scenario boards most often leave untested.
The second is which judgements decide its reported profit. I would read three years of audit committee minutes and the auditors' key audit matters, and meet the external and internal auditors without management, as the Malaysian Code on Corporate Governance encourages. I would list the five estimates that move results most and ask how each has been tested.
The third is what I do not yet understand. I would visit at least two operating sites, spend time with the finance and treasury teams below the CFO, and keep a written list of questions I could not answer. At the end of the year I would ask the audit committee chair and the board chair whether my questions had been useful, and I would not seek the chair until both said yes.
Conflicts and their management
Three kinds of conflict would shape which seats I can accept.
Commercial conflicts are the most frequent. Most large Malaysian companies have some relationship with a bank. I would decline any company that is a material financing or deposit customer of Sejahra, any company with a lending, takaful or payments business that competes with ours, and any company connected to our parent's largest shareholder. Where a smaller relationship existed, I would disclose it, and I would leave the room whenever the company's banking arrangements were discussed.
Information conflicts matter just as much. As CFO I hold unpublished information about our borrowers and our own results. I would not take a seat where that information could be relevant, and I would keep a clear record of what I knew and when.
Time is the third conflict, and the one I take most seriously. The bank's results calendar and a listed company's will overlap every quarter, and supervisory work does not wait for a board pack elsewhere. Twenty-five days a year is what I can genuinely give, including preparation. I would agree meeting dates a year in advance, seek my board's consent before accepting and step down if either commitment began to suffer.
My independence statement
I am a full-time employee of Sejahra Islamic Bank and hold shares in its listed parent through an employee share scheme. A company that borrows from, deposits with or competes against Sejahra could not expect my independence in the ordinary sense, so I would rule such companies out myself rather than leave the question to disclosure. Before any appointment I would list every interest I hold, and I would accept that the board, applying Bursa Malaysia's requirements, decides whether I am independent of that company.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Audit Committee of a Bursa-listed issuer, considered only after twelve months' membership and at the board's request |
|---|
| Ready to join | Audit Committee · Risk Management Committee · Investment or finance committee overseeing capital spending and funding |
|---|
Board and committee exposure
Presented to the Board or a committee
Sejahra Islamic Bank Berhad
Board of directors: annual budget, capital plan, internal capital adequacy assessment and dividend recommendations
April 2021–present
Presents management's financial and capital recommendations at every board meeting; attends as an invitee, is not a director and holds no vote.
Presented to the Board or a committee
Sejahra Islamic Bank Berhad
Board Audit Committee: financial statements, MFRS 9 staging and overlays, key audit matters and connected-party disclosures
April 2021–present
Attends every meeting as an invitee and presents results and the major accounting judgements; not a committee member.
Reported to a committee
Sejahra Islamic Bank Berhad
Board Risk Management Committee: profit-rate risk, liquidity, funding concentration and stress testing
February 2013–present
Reported quarterly on rate and liquidity measures as head of balance sheet management and deputy CFO; presents the capital plan and stress results as CFO.
Reported to a committee
Sejahra Islamic Bank Berhad
Shariah Committee: purification of non-compliant income and zakat computation
April 2021–present
Reports twice a year on income set aside for purification, its causes and the basis of the bank's zakat computation.
Served as a director
Sejahra Properties Sdn Bhd
Board of the bank's wholly owned property-holding subsidiary
July 2021–present
Director in an executive capacity, approving the subsidiary's accounts, lease arrangements with the bank and maintenance capital spending.
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Healthcare and hospital operators · Logistics, ports and warehousing · Food manufacturing and plantation-linked processing · Education providers with long-dated facilities
- Company type
- A Bursa Malaysia Main Market company outside financial services, with Shariah-compliant status or a material sukuk and Islamic financing base, and no material banking relationship with Sejahra
- Company stage
- An established company entering a heavy capital-spending cycle, refinancing through sukuk or reviewing its payout policy
The seat I am pursuing
I am pursuing one independent non-executive directorship at a Bursa Malaysia Main Market company outside financial services, probably with revenue between RM1 billion and RM6 billion, whose balance sheet is doing real work: a hospital operator building new capacity, a logistics or port business financing fleets and terminals, a food manufacturer with plantation-linked supply, or an education group with long-dated campuses. I would prefer a company with Shariah-compliant status or a substantial sukuk programme, because that is where my experience is least common among directors.
My aim is a place on the audit committee, with the chair to follow only if the board asks after my first twelve months. A risk or finance committee would also suit me. I am not seeking more than one seat while I remain an executive, and I would not accept a seat that my own board had not approved.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is maintained under India's company law for directors of Indian companies, and it does not apply to the Malaysian seats I am pursuing, so I have not registered. The relevant step for me is Bursa Malaysia's mandatory accreditation programme for directors of listed issuers, which I would complete within the period its rules allow after any appointment. Neither step makes a director independent of a particular company.
- Every Sejahra board, Board Audit Committee and Board Risk Management Committee meeting since April 2021 attended as an invitee
- Postgraduate Diploma in Islamic Finance, Bayumas Institute of Islamic Finance, 2011
- Structured study of the Malaysian Code on Corporate Governance and Bursa Malaysia's Main Market Listing Requirements with the group company secretary in 2025
- Annual sessions with the bank's external auditors on key audit matters, MFRS 9 judgements and internal control findings