Transac�on cost theory - The transac�on cost was from 1930s when Ronald Coase searching for the reason why companies exist and grow bigger. - Transac�on cost incurred when companies spend �me: 1. Searching (to find supplier) 2. Nego�a�ng (to purchase at the best price) 3. Agreeing a transac�on (to monitor quality of goods and services) - This theory assume that director enter into agreements as this op�on will reduce uncertainty as they have everything they need in the future. - Enter into agreement, �me spend on sourcing / purchasing materials can be avoided. - Corp Gov problem: directors managers making their life easier that the expense of shareholder wealth. o Director prefers lose flexibility searching for GS to have certainty. Thus, beter opportuni�es may be missed by commi�ng long term agreements o Cost will increase when comp hires someone else to run business. Resources dependency theory - Resources dependency theory define as reliance of company on external inputs such as capital, energy, labour and materials. - Theory : board exist as a provider of resources to execu�ves in order too help them achieve organiza�onal goals. - Basic proposi�on : Need for env linkages between company and outside resources. - Director serves to connect company with external factor by: 1. Bringing resources needed to survive 2. Absorbing cri�cal elements of env uncertainty into company - Env linkages could reduce the transac�on cost associated with env interdependency. - Factors that intensify the character of this dependency 1. Importance of the resources 2. Rela�ve shortage of the resources 3. The extent which the resources in concentrates in the environment. - Other resources: specialized skills, exper�se - In summary: financial, human, intangible support, knowledge, exper�se. Func�on of Securi�es Commission - Based on Securi�es Commission Act 1993 1. To regulate the take-overs and merger companies 2. Regulate all mater related CM 3. Advise finance minister on all maters rela�ng capital market (CM) 4. Ensure provision of law is complied. 5. Encourage self-regula�on by pro ass or MI - Based on official website 1. To regulate the take-overs and merger companies 2. Regulate all mater related to securi�es and future contract 3. Supervising exchange, clearing houses, and central depositor 4. Licensing and supervising all licensed persons 5. Encourage self-regula�on Func�on of Bursa Malaysia - Monitor the compliance of public listed company towards the lis�ng requirement - Responsibili�es CGD: 1. Formula ST, M and LT CG policies to achieve high standards 2. Strategize and implement to enhance standard of CG among listed issuers 3. Monitor std of CG, review exis�ng plans, and execute changes to raise std of CG - Offer exchange related facili�es (lis�ng, trading, clearing, setlement) - Ac�vely supervise the listed issuer and brokers - Monitor trading ac�vi�es in marketplace.