MSIB CLIENT COMMUNICATION, AUTHORISATION AND REPRESENTATIVE POLICY
1. PURPOSE AND OBJECTIVE
1.1 This Client Communication, Authorisation and Representative Policy (“Policy”) establishes the mandatory communication, authorisation, consultation and instruction protocol applicable to every client engaging MSIB for any professional, corporate secretarial, accounting, taxation, audit coordination, compliance, consultancy, administrative or related service.
1.2 The purpose of this Policy is to:
(a) establish a clear and reliable communication channel between MSIB and the Client;
(b) identify the person or persons authorised to communicate instructions, approvals, decisions and information on behalf of the Client;
(c) minimise conflicting instructions, duplication of work, misunderstanding, unauthorised communication and internal disputes;
(d) ensure that matters requiring approval or consultation by the Client’s directors, shareholders, members, beneficial owners, management or other relevant persons are properly dealt with internally by the Client before any instruction or decision is communicated to MSIB;
(e) enable MSIB to perform its services efficiently and reasonably in reliance upon communications received from persons represented to MSIB as being authorised to act for the Client; and
(f) clearly allocate responsibility between MSIB and the Client in relation to internal corporate consultation, approval and decision-making.
2. APPLICATION OF POLICY
2.1 This Policy applies to all existing and future clients of MSIB and to all services provided, coordinated, administered or arranged by MSIB, including without limitation:
(a) corporate secretarial services;
(b) company incorporation and corporate compliance services;
(c) accounting and financial statement preparation services;
(d) taxation and tax compliance services;
(e) audit report coordination and liaison services;
(f) beneficial ownership, KYC, AML/CFT/CPF and regulatory compliance matters;
(g) licensing, registration, application and consultancy services; and
(h) any other service provided, coordinated or facilitated by MSIB from time to time.
2.2 This Policy shall apply whether or not a separate engagement agreement has been executed for the particular Service.
2.3 Where an engagement agreement, quotation, service engagement terms & disclosure sheet, letter of engagement, pro forma invoice, invoice or other contractual document issued by MSIB incorporates, refers to or is subject to this Policy, this Policy shall form part of the terms governing the relevant engagement
3. DEFINITIONS
For the purposes of this Policy:
3.1 “Client”
means the company, body, organisation, individual or other person engaging MSIB for the provision of Services.
3.2 “Company Representative”
means any director, officer, employee, shareholder, member, beneficial owner, adviser or other person nominated, designated or authorised by the Client to communicate, liaise and deal with MSIB on behalf of the Client.
Where MSIB requires formal authorisation, such appointment shall be evidenced by a board resolution, written authorisation, mandate, confirmation or other document acceptable to MSIB.
3.3 “PIC”
means the employee, officer or other member of MSIB Personnel appointed by MSIB as the principal person-in-charge responsible for coordinating the Client’s account or engagement.
3.4 “Duty Company Representative”
means the Company Representative who, in relation to any particular communication, request, matter, transaction, approval or decision:
(a) receives information or requests from MSIB;
(b) is responsible for communicating the relevant matter to the appropriate directors, shareholders, members, beneficial owners, officers or other relevant stakeholders of the Client;
(c) obtains the necessary consultation, deliberation, approval, confirmation or decision internally; and
(d) thereafter communicates the resulting decision, instruction, approval, information or response to MSIB.
3.5 “MSIB”
means, collectively and for the purposes of this Policy only, MSIB Corporate Consultancy Sdn. Bhd., MSIB Associates Sdn. Bhd. and/or any other relevant company within the MSIB group of companies which provides, coordinates, administers, facilitates or otherwise participates in the provision of the applicable Service, as the context requires.
For the avoidance of doubt, the collective use of the term “MSIB” under this Policy shall not alter the separate legal personality, contractual capacity, professional responsibility or respective role of any MSIB entity under the applicable engagement agreement or service document.
3.6 “MSIB Personnel”
means the respective directors, officers, employees, PICs, representatives, consultants and authorised personnel of the relevant MSIB entity.
3.7 “Services”
means any service provided, coordinated, administered, facilitated or arranged by MSIB for the Client.
PART A
APPOINTMENT AND AUTHORITY OF COMPANY REPRESENTATIVE
4. APPOINTMENT OF COMPANY REPRESENTATIVE
4.1 The Client shall appoint at least one Company Representative as the principal authorised person to communicate and liaise with MSIB.
4.2 MSIB may require the Client to provide:
(a) the full name and designation of the Company Representative;
(b) identity and contact particulars;
(c) email address and telephone number;
(d) specimen signature;
(e) a clear coloured copy of the NRIC (front and back), with any permitted watermark or crossing not obscuring any particulars required for verification;
(f) for a foreign individual, a clear coloured copy of the relevant passport identification page, with any permitted watermark or crossing not obscuring any particulars required for verification;
(g) board resolution or written authorisation evidencing the appointment; and
(h) such other supporting documents as MSIB may reasonably require.
4.3 The Client may appoint more than one Company Representative. Where more than one Company Representative is appointed, each Company Representative shall, unless MSIB is expressly notified otherwise in writing, be deemed independently authorised to communicate with MSIB on behalf of the Client within the scope of the Services.
4.4 The Client shall be solely responsible for determining who should be appointed as its Company Representative and the extent of the authority conferred upon such person.
5. AUTHORITY OF COMPANY REPRESENTATIVE
5.1 Subject to any express limitation notified to and acknowledged by MSIB, a Company Representative shall be treated as authorised to:
(a) communicate with MSIB;
(b) provide information and documents;
(c) submit requests;
(d) respond to enquiries;
(e) provide clarification;
(f) communicate decisions;
(g) give instructions;
(h) approve drafts, workings, documents or proposed actions;
(i) confirm factual information;
(j) coordinate signatures or approvals;
(k) receive communications and documents from MSIB; and
(l) undertake such other communication reasonably incidental to the Services.
5.2 The Client acknowledges that MSIB is not responsible for determining the Client’s internal delegation of responsibility between its directors, shareholders, management, employees, advisers or Company Representatives.
6. CHANGE, REVOCATION OR RESTRICTION OF AUTHORITY
6.1 The Client shall immediately notify MSIB in writing of:
(a) the appointment of a new Company Representative;
(b) resignation, removal, replacement or cessation of an existing Company Representative;
(c) any suspension, restriction, revocation or limitation of the authority of a Company Representative; or
(d) any change to the contact particulars of a Company Representative.
6.2 Unless otherwise prescribed by MSIB, any notification under this Clause shall be submitted to the appointed PIC via the PIC’s designated WhatsApp number and email address, with a copy of the same notification simultaneously forwarded toinfo@companysecretary.my.
6.3 Any notification made pursuant to Clause 6.1 shall be accompanied by satisfactory documentary evidence, including, where applicable, a board resolution, written authorisation or such other supporting document as MSIB may reasonably require, before MSIB shall be obliged to recognise or give effect to any appointment, revocation, restriction, limitation or alteration of authority.
6.4 Any appointment, revocation, restriction or alteration shall only become effective against MSIB after MSIB has:
(a) actually received the relevant notification;
(b) received any supporting documentation reasonably required by MSIB; and
(c) acknowledged or recorded the relevant change.
6.5 Until the requirements under Clause 6.4 have been satisfied, MSIB shall be entitled to continue relying upon the authority and contact particulars previously provided to and recorded by MSIB.
PART B
MSIB PERSON-IN-CHARGE AND COMMUNICATION PROTOCOL
7. APPOINTMENT OF MSIB PIC
7.1 MSIB may appoint one or more members of its personnel as the PIC responsible for coordinating the Client’s engagement.
7.2 The PIC shall ordinarily serve as the primary communication and liaison channel between MSIB and the Client.
7.3 The Client and its Company Representatives shall, as far as reasonably practicable, direct all:
(a) enquiries;
(b) requests;
(c) instructions;
(d) approvals;
(e) complaints;
(f) follow-ups;
(g) submission of documents;
(h) confirmations; and
(i) other general communications relating to the Services,
through the appointed PIC and the official communication channels designated by MSIB.
8. COMMUNICATION WITH OTHER MSIB PERSONNEL
8.1 A Company Representative may communicate directly with another member of MSIB personnel where such communication is reasonably necessary for the limited purpose of:
(a) responding to a specific enquiry raised by that person;
(b) providing documents, information or clarification requested for completion of a particular task;
(c) facilitating a matter specifically assigned to that person by MSIB; or
(d) complying with a communication arrangement expressly authorised by the PIC or Secretarial Department Manager or Chief Operating Officer of MSIB Corporate Consultancy Sdn. Bhd.
8.2 Except for the circumstances described above, the Client and its Company Representatives shall not bypass the appointed PIC by independently seeking instructions, opinions, confirmations, decisions or advice from different MSIB personnel.
8.3 This protocol is intended to preserve:
(a) consistency of information;
(b) accountability;
(c) proper record-keeping;
(d) confidentiality;
(e) continuity of service;
(f) proper supervision; and
(g) avoidance of conflicting or incomplete communications.
9. NON-OFFICIAL COMMUNICATION
9.1 Any communication obtained by the Client from MSIB personnel other than through the appointed PIC may not constitute an official communication, confirmation, advice, representation, approval or instruction of MSIB unless the communication is subsequently confirmed by the PIC or Secretarial Department Manager or Chief Operating Officer of MSIB Corporate Consultancy Sdn. Bhd.
9.2 MSIB shall not be responsible for any misunderstanding, loss, delay, additional expense, missed deadline or adverse consequence arising from reliance by the Client upon an unofficial or unauthorised communication.
PART C
DUTY COMPANY REPRESENTATIVE AND INTERNAL CONSULTATION
10. DUTY TO CONSULT RELEVANT PERSONS
10.1 Whenever a Company Representative receives any material:
(a) information;
(b) recommendation;
(c) request;
(d) notice;
(e) document;
(f) compliance matter;
(g) question;
(h) proposed course of action; or
(i) other communication from MSIB,
the Company Representative shall determine whether the matter requires the knowledge, consultation, decision, approval or authority of any director, shareholder, member, beneficial owner, officer, management personnel or other relevant stakeholder of the Client.
10.2 Where such consultation or approval is required, that Company Representative shall act as the Duty Company Representative for that matter.
10.3 The Duty Company Representative shall:
(a) communicate all material information received from MSIB to the appropriate persons;
(b) provide such persons with sufficient information to enable an informed decision;
(c) arrange any necessary consultation, discussion, meeting or deliberation;
(d) obtain all necessary internal approvals, resolutions, confirmations or decisions; and
(e) accurately communicate the final resulting instruction or decision to MSIB.
11. CLIENT’S RESPONSIBILITY FOR INTERNAL GOVERNANCE
11.1 The Client and its directors shall remain solely responsible for the Client’s internal corporate governance and decision-making processes.
11.2 This responsibility includes ensuring that:
(a) the correct persons are consulted;
(b) the necessary directors’ or shareholders’ approval is obtained;
(c) any required board or members’ meeting is properly conducted;
(d) any resolution required by law or the Client’s constitution is properly passed;
(e) internal disagreements are resolved before instructions are issued to MSIB; and
(f) the Company Representative accurately communicates the final decision to MSIB.
11.3 MSIB is an external service provider and is not responsible for supervising the Client’s internal consultation, deliberation or decision-making process unless MSIB has expressly agreed in writing to provide a specific Service requiring such involvement.
PART D
MSIB’S RIGHT OF RELIANCE
12. RELIANCE ON COMPANY REPRESENTATIVE
12.1 Subject to Clause 15 of this Policy, MSIB shall be entitled to rely upon any:
(a) information;
(b) instruction;
(c) approval;
(d) confirmation;
(e) representation;
(f) decision;
(g) request;
(h) document;
(i) explanation; or
(j) response
communicated by or through a Company Representative.
12.2 MSIB shall not ordinarily be required to independently verify the authority of a Company Representative on each occasion.
12.3 Where a communication appears reasonably to have originated from:
(a) a Company Representative;
(b) the email address recorded for a Company Representative;
(c) the telephone or WhatsApp number recorded for a Company Representative; or
(d) another communication channel previously used or authorised by the Company Representative,
MSIB shall be entitled to treat the communication as genuine and authorised unless MSIB has actual knowledge to the contrary.
13. PRESUMPTION OF INTERNAL CONSULTATION AND APPROVAL
13.1 Upon receipt of any decision, instruction, approval, confirmation or response from a Company Representative, MSIB shall be entitled, without further enquiry, to assume that:
(a) all relevant directors, shareholders, members, beneficial owners, officers or other persons have been appropriately informed;
(b) all necessary consultations and discussions have taken place;
(c) all necessary internal approvals have been obtained;
(d) all applicable corporate and governance procedures have been complied with;
(e) the Company Representative is acting within the authority granted to him or her; and
(f) the communication received by MSIB accurately represents the valid, authorised and final decision of the Client.
13.2 MSIB shall not be required to ask whether:
(a) the directors have discussed the matter;
(b) every director agrees with the instruction;
(c) shareholders have been consulted;
(d) internal meetings have taken place;
(e) the Company Representative has correctly explained the matter internally;
(f) there is any disagreement amongst directors or shareholders; or
(g) any other internal approval procedure has been properly undertaken,
unless MSIB considers further verification reasonably necessary.
14. DISCOVERY OF INTERNAL DEFECT AFTER MSIB HAS ACTED
14.1 Where MSIB has acted honestly, reasonably and in good faith upon a communication received from a Company Representative, the validity of MSIB’s reliance shall not be affected merely because it is subsequently discovered that:
(a) the Company Representative failed to consult one or more directors or shareholders;
(b) an internal approval was not obtained;
(c) an internal meeting was not properly held;
(d) a resolution was defective, incomplete or irregular;
(e) the Company Representative misunderstood or incorrectly communicated the decision;
(f) the Company Representative exceeded his or her actual internal authority;
(g) there was disagreement amongst the directors, shareholders or other stakeholders; or
(h) the instruction communicated to MSIB did not accurately reflect the intention of one or more persons within the Client.
14.2 The Client shall remain responsible for resolving any resulting internal dispute or irregularity.
PART E
MSIB’S DISCRETION TO SEEK FURTHER VERIFICATION
15. RIGHT TO REQUIRE ADDITIONAL CONFIRMATION
15.1 Nothing in this Policy shall oblige MSIB to act upon every communication received from a Company Representative.
15.2 MSIB may, in its reasonable discretion, decline, suspend, defer or refrain from acting upon any communication which MSIB considers:
(a) ambiguous;
(b) conflicting;
(c) incomplete;
(d) irregular;
(e) suspicious;
(f) inconsistent with previous instructions;
(g) potentially unlawful;
(h) outside the ordinary authority of the Company Representative;
(i) materially prejudicial to the Client or another stakeholder; or
(j) otherwise requiring further verification.
15.3 In such circumstances MSIB may require:
(a) confirmation from one or more directors;
(b) board or shareholders’ resolution;
(c) identity verification;
(d) written authorisation;
(e) certified supporting documents;
(f) confirmation from another Company Representative;
(g) legal or professional advice;
(h) clarification of conflicting instructions; or
(i) any other evidence reasonably required by MSIB.
15.4 Any delay resulting from MSIB exercising its rights under this Clause shall not constitute negligence, default, breach of duty or failure by MSIB to perform the Services.
PART F
CONFLICTING INSTRUCTIONS AND INTERNAL DISPUTES
16. CONFLICTING INSTRUCTIONS
16.1 Where MSIB receives inconsistent or conflicting instructions from:
(a) different Company Representatives;
(b) different directors;
(c) a director and a shareholder;
(d) shareholders or members;
(e) beneficial owners;
(f) management personnel; or
(g) any other person claiming authority to act for the Client,
MSIB shall not be required to determine which party is legally or factually correct.
16.2 MSIB may suspend all action relating to the matter until the Client provides a clear and properly authorised instruction satisfactory to MSIB.
16.3 MSIB may require the Client to resolve the disagreement internally or obtain independent legal advice before MSIB proceeds.
17. MSIB NOT TO ACT AS MEDIATOR OF INTERNAL DISPUTES
17.1 Unless separately engaged in writing to provide an appropriate service, MSIB shall have no obligation to:
(a) mediate disputes between directors or shareholders;
(b) determine who controls the Client;
(c) adjudicate competing claims of authority;
(d) determine the validity of disputed internal decisions;
(e) investigate allegations made by one stakeholder against another; or
(f) determine which faction or individual MSIB should support in an internal corporate dispute.
17.2 MSIB may suspend the affected Service until the dispute has been resolved to MSIB’s reasonable satisfaction.
PART G
ACCURACY OF INFORMATION AND CLIENT RESPONSIBILITY
18. ACCURACY OF INFORMATION
18.1 The Client shall ensure that all information, documents, explanations and instructions supplied by any Company Representative are:
(a) accurate;
(b) complete;
(c) current;
(d) authentic;
(e) not misleading; and
(f) provided within the timeframe requested by MSIB.
18.2 MSIB is entitled to prepare documents, accounts, reports, filings, computations, submissions, correspondence or other work based upon information supplied by or through the Company Representative.
18.3 Unless expressly required by the nature of the relevant Service, MSIB shall not be responsible for independently auditing, investigating or verifying the underlying accuracy of information supplied by the Client.
19. RESPONSIBILITY FOR OMISSION OF INFORMATION
19.1 The Client shall remain solely responsible for any material information which is known to the Client or to any of its directors, shareholders, officers, employees, beneficial owners or advisers but which is not communicated to MSIB through the Company Representative.
19.2 MSIB shall not be treated as having knowledge of a fact merely because that fact was known by another person within the Client’s organisation.
PART H
LIABILITY ARISING FROM RELIANCE
20. GOOD-FAITH RELIANCE BY MSIB
20.1 To the fullest extent permitted by law, MSIB shall not be responsible or liable for any:
(a) loss;
(b) damage;
(c) penalty;
(d) compound;
(e) additional professional fees;
(f) expense;
(g) delay;
(h) missed deadline;
(i) missed opportunity;
(j) business interruption;
(k) regulatory consequence;
(l) shareholder or director dispute; or
(m) other adverse consequence,
arising directly or indirectly from MSIB acting or refraining from acting honestly, reasonably and in good faith upon information, instructions, approvals, confirmations, decisions, documents or representations supplied by or through a Company Representative.
20.2 This protection shall apply notwithstanding that it is subsequently established that:
(a) the Company Representative exceeded his or her internal authority;
(b) necessary internal approval had not been obtained;
(c) information provided was inaccurate or incomplete;
(d) the Client’s internal decision-making procedure was defective;
(e) one or more directors or shareholders disagreed with the instruction; or
(f) the Company Representative failed to properly communicate the matter internally,
provided that MSIB did not have actual knowledge of the relevant defect at the material time.
21. CLIENT INDEMNITY
21.1 To the fullest extent permitted by law, the Client shall indemnify and keep indemnified MSIB, its related corporations, directors, officers, employees, PICs, representatives and personnel against claims, liabilities, losses, damages, penalties, costs and expenses arising from:
(a) an unauthorised or inaccurate instruction communicated by a Company Representative;
(b) failure by a Company Representative to obtain proper internal consultation or approval;
(c) inaccurate, incomplete or misleading information supplied to MSIB;
(d) failure by the Client to notify MSIB of any revocation or restriction of authority;
(e) conflicting internal instructions or disputes;
(f) MSIB acting in good faith upon the actual or apparent authority of a Company Representative; or
(g) any breach of this Policy by the Client or its representatives.
PART I
CLIENT’S DUTY TO MONITOR ITS REPRESENTATIVES
22. CLIENT’S CONTINUING RESPONSIBILITY
22.1 The Client remains solely responsible for:
(a) selecting appropriate Company Representatives;
(b) determining their respective authority;
(c) supervising their conduct;
(d) ensuring they communicate accurately with MSIB;
(e) ensuring they consult the appropriate internal stakeholders;
(f) ensuring MSIB is promptly informed of any limitation or revocation of authority; and
(g) maintaining accurate and current contact particulars.
22.2 Appointment of a Company Representative shall not transfer the directors’ or Client’s statutory, fiduciary, managerial or governance responsibilities to MSIB.
PART J
NON-COMPLIANCE
23. FAILURE TO COMPLY WITH COMMUNICATION PROTOCOL
23.1 Where the Client repeatedly or materially fails to comply with this Policy, including by:
(a) issuing conflicting instructions;
(b) permitting unauthorised persons to communicate instructions;
(c) bypassing the designated communication channels;
(d) failing to properly appoint or update a Company Representative;
(e) failing to resolve internal disagreements;
(f) repeatedly disputing instructions previously communicated by its own Company Representative; or
(g) otherwise creating circumstances which materially impede MSIB’s ability to safely and efficiently perform the Services,
MSIB may take such action as it reasonably considers appropriate.
23.2 Such action may include:
(a) requiring further written confirmation before taking action;
(b) requiring a board or members’ resolution;
(c) limiting the persons from whom MSIB will accept instructions;
(d) suspending the relevant Service;
(e) declining to undertake a particular transaction or instruction;
(f) requiring the Client to obtain independent professional advice; or
(g) terminating or declining to continue the relevant engagement in accordance with the applicable contractual terms and MSIB policies.
24. SUSPENSION OF SERVICES
24.1 Without prejudice to any other right or remedy available to MSIB under this Policy, any applicable engagement agreement, service document, invoice, policy or at law, MSIB may suspend, defer, withhold or decline to commence, continue or complete any Service, whether in whole or in part, where MSIB reasonably considers that any of the following circumstances has arisen:
(a) the Client has failed, refused or neglected to comply with any requirement, obligation or communication protocol under this Policy;
(b) MSIB receives conflicting, inconsistent, ambiguous, incomplete, irregular, suspicious or apparently unauthorised instructions;
(c) there is uncertainty, dispute or disagreement concerning the authority, appointment, removal, restriction or status of any Company Representative;
(d) any director, shareholder, member, beneficial owner, officer, Company Representative or other relevant person disputes an instruction, approval, decision or communication previously provided to MSIB;
(e) the Client has failed to obtain, provide or evidence any necessary internal consultation, approval, resolution, authorisation or confirmation requested by MSIB;
(f) MSIB reasonably believes that continued performance of the Service may expose MSIB, its related corporations, directors, officers, employees, PICs, representatives or personnel to legal, regulatory, professional, financial, operational, reputational or other material risk;
(g) the Client or any Company Representative fails to provide information, documents, clarification, confirmation, cooperation or instructions reasonably required by MSIB;
(h) the Client fails to rectify any breach or non-compliance identified by MSIB within such period as MSIB may reasonably specify; or
(i) any other circumstance arises which, in MSIB’s reasonable opinion, makes the continuation of the relevant Service unsafe, inappropriate, impracticable, non-compliant or commercially unreasonable.
24.2 MSIB may exercise its right of suspension immediately and, where reasonably practicable, shall endeavour to notify the Client or a Company Representative of the suspension through the communication channel ordinarily used between the parties.
24.3 During any period of suspension:
(a) MSIB shall not be obliged to undertake any further work, submission, filing, preparation, communication, follow-up, coordination or other action relating to the affected Service;
(b) any applicable statutory, regulatory, contractual or commercial deadline shall remain the responsibility of the Client;
(c) the Client shall remain responsible for taking any action necessary to protect its own interests, rights and compliance position; and
(d) MSIB shall not be responsible or liable for any delay, missed deadline, late filing, rejection, compound, penalty, additional cost, business interruption or other consequence arising wholly or partly from the circumstances giving rise to the suspension or from the suspension itself.
24.4 Suspension of a Service shall not constitute:
(a) a waiver of any right of MSIB;
(b) a termination of the relevant engagement unless MSIB expressly states otherwise;
(c) a release of the Client from any obligation owed to MSIB; or
(d) an entitlement to any refund, reduction, credit or cancellation of fees.
24.5 MSIB may resume the suspended Service upon being satisfied that the relevant breach, uncertainty, dispute, deficiency or risk has been satisfactorily resolved, subject to:
(a) full settlement of all outstanding fees, charges, disbursements and other sums due;
(b) receipt of all outstanding information, documents, approvals, confirmations and instructions;
(c) completion of such verification or compliance measures as MSIB may reasonably require; and
(d) payment of any additional professional fees or administrative charges reasonably arising from the suspension, reactivation or additional work required.
25. TERMINATION OF ENGAGEMENT
25.1 Without prejudice to any other right or remedy available to MSIB, MSIB may terminate the relevant engagement or cease providing any or all Services to the Client where:
(a) the Client commits a material or repeated breach of this Policy;
(b) the Client repeatedly fails to comply with the communication, authorisation or representative procedures prescribed by MSIB;
(c) the Client fails or refuses to rectify any matter which resulted in a suspension of Services within the period reasonably specified by MSIB;
(d) MSIB reasonably determines that it can no longer safely, effectively, professionally or reasonably rely upon the Client’s Company Representative, communication arrangements or internal authorisation process;
(e) there is a continuing or material dispute amongst the Client’s directors, shareholders, members, beneficial owners, officers or representatives which prevents or materially impairs the proper performance of the Services;
(f) MSIB receives repeated conflicting, disputed or apparently unauthorised instructions;
(g) the Client or any person associated with the Client provides false, inaccurate, incomplete, forged, misleading or materially inconsistent information or documents;
(h) the Client fails to provide reasonable cooperation required for the continuation or completion of the Services;
(i) continuation of the engagement may, in MSIB’s reasonable opinion, expose MSIB or any of its related corporations, directors, officers, employees, PICs, representatives or personnel to unacceptable legal, regulatory, professional, ethical, financial, operational or reputational risk;
(j) the Client fails to pay any fee, charge, disbursement or other amount due to MSIB within the applicable payment period;
(k) the Client engages in conduct which MSIB reasonably considers abusive, threatening, dishonest, unlawful, obstructive or materially inconsistent with a professional service relationship; or
(l) any other ground for termination contained in an applicable engagement agreement, service engagement terms, service document, invoice, policy or other terms governing the Services arises.
25.2 Unless immediate termination is reasonably required by law, regulatory obligation, professional obligation, urgency, risk considerations or the seriousness of the circumstances, MSIB may give such written notice of termination as MSIB reasonably considers appropriate, subject to any mandatory notice period prescribed by applicable law, the applicable engagement agreement or service engagement terms & disclosure sheet.
25.3 Any termination notice may be communicated to the Client or any Company Representative through email, WhatsApp, letter or any other communication method ordinarily used between MSIB and the Client.
25.4 Upon termination:
(a) MSIB shall immediately cease to be obliged to undertake any further work relating to the terminated Service;
(b) MSIB may discontinue all communication, coordination, preparation, filing, submission, follow-up and administrative work relating to the affected engagement, except to the extent required by law or expressly agreed by MSIB;
(c) the Client shall remain solely responsible for appointing any replacement service provider, professional adviser, accountant, tax agent, auditor, company secretary or other relevant person as may be required;
(d) the Client shall take all necessary steps to protect its legal, regulatory, contractual and commercial position following termination; and
(e) all accrued rights, remedies, payment obligations, indemnities, exclusions and limitations of liability shall remain unaffected.
25.5 Termination by MSIB in accordance with this Policy shall not constitute breach of contract, negligence, abandonment of duty or failure to provide the Services where such termination arises from the Client’s breach, failure, conduct, risk profile, non-cooperation or any other circumstance permitting termination under this Policy or the applicable engagement terms.
25.6 Termination of one Service shall not automatically terminate any other Service provided by MSIB unless MSIB expressly notifies the Client otherwise.
25.7 Any provision of this Policy which by its nature is intended to continue after termination, including provisions relating to reliance, responsibility, confidentiality, fees, payment, liability, indemnity and dispute resolution, shall survive such termination.
25.8 Notwithstanding anything in this Clause, where the relevant engagement involves the appointment of a person to a statutory or regulated office, including the office of company secretary, any termination, resignation or cessation shall remain subject to the Companies Act 2016, applicable regulatory requirements and the procedures governing the effective cessation of such appointment.
Until such resignation or cessation becomes legally effective, nothing in this Policy shall relieve any statutory office-holder from any duty which cannot lawfully be excluded, suspended or terminated.
26. FEES AND REFUNDS FOLLOWING SUSPENSION OR TERMINATION
26.1 Suspension or termination of any Service shall not extinguish, reduce, cancel or otherwise affect the Client’s obligation to pay:
(a) all professional fees already invoiced;
(b) fees for work performed or commenced before the effective date of suspension or termination;
(c) fees which became payable upon commencement or acceptance of the relevant Service;
(d) statutory fees, filing fees, government charges, third-party costs and disbursements already incurred or committed;
(e) additional fees arising from work required as a result of the Client’s instructions, conduct, non-compliance, delay, suspension or termination;
(f) outstanding taxes, administrative charges, recovery costs or other sums properly due to MSIB; and
(g) any other amount payable under an applicable engagement agreement, quotation, pro forma invoice, invoice, Service Engagement Terms & Disclosure Sheet or MSIB policy.
26.2 All deposits, professional fees, service fees, administrative charges and any other amounts paid to MSIB shall be strictly non-refundable, regardless of whether the relevant Service has commenced, been completed, suspended, discontinued, cancelled or terminated.
For the avoidance of doubt, this principle shall apply in particular and without limitation once MSIB has commenced the relevant Service, allocated or reserved resources or personnel, undertaken professional or administrative work, incurred or committed to third-party costs or disbursements, or otherwise commenced performance of any part of the relevant Service.
26.3 Without limiting Clause 26.2, no refund shall be payable for any reason whatsoever, including without limitation where:
(a) the Client elects not to proceed with or complete the Service;
(b) the Client fails to provide the required information, documents, approvals, instructions, signatures or cooperation;
(c) the Service is suspended due to an act, omission, breach, delay or non-compliance attributable to the Client;
(d) the engagement is terminated by MSIB pursuant to this Policy;
(e) the Client changes its Company Representative, directors, shareholders, management, advisers or service providers;
(f) an internal dispute arises within the Client;
(g) the Client subsequently changes its decision, intention or commercial direction; or
(h) the Client does not obtain the commercial, regulatory, financial or other outcome which it expected from the Service, provided MSIB has performed or commenced the Service in accordance with the applicable engagement terms.
For the avoidance of doubt, the circumstances stated above are illustrative and non-exhaustive only, and shall not be construed as limiting the general principle that all amounts paid to MSIB are strictly non-refundable in all circumstances.
26.4 Where additional work is required following a suspension or termination, including rectification, reconciliation, document retrieval, account reactivation, preparation of handover documents, transfer of records, responding to a new adviser or service provider, or dealing with consequences arising from the Client’s non-compliance, MSIB may impose additional professional or administrative charges before undertaking such work.
26.5 All amounts outstanding as at the effective date of termination shall become immediately due and payable, unless MSIB expressly agrees otherwise in writing.
26.6 Nothing in this Clause shall exclude, restrict or modify any right or remedy which cannot lawfully be excluded, restricted or modified under applicable law.
27. EFFECT OF DELAY CAUSED BY CLIENT NON-COMPLIANCE
27.1 MSIB shall not be responsible for any delay, missed statutory deadline, late filing, penalty, compound, additional cost or other consequence caused wholly or partly by:
(a) failure to comply with this Policy;
(b) failure to provide clear instructions;
(c) delay in obtaining internal approval;
(d) internal disputes;
(e) conflicting instructions;
(f) failure to properly appoint a Company Representative; or
(g) failure to notify MSIB of a change in authority.
PART K
GENERAL PROVISIONS
28. ELECTRONIC COMMUNICATION
28.1 MSIB may communicate with the Client and its Company Representatives through email, WhatsApp, telephone, electronic document signing systems, client management systems or such other communication methods ordinarily used by MSIB.
28.2 Where MSIB reasonably believes that an electronic communication originated from an authorised contact previously recorded by MSIB, MSIB shall be entitled to rely upon such communication, subject to its right to require further authentication where appropriate.
29. MSIB’S INTERNAL ALLOCATION OF PERSONNEL
29.1 MSIB may from time to time:
(a) replace a PIC;
(b) appoint an additional PIC;
(c) transfer a Client’s account between departments;
(d) assign particular tasks to different personnel; or
(e) involve managers, consultants, accountants, tax personnel, corporate secretarial personnel or other specialists,
as MSIB considers appropriate for the proper delivery of the Services.
29.2 Such internal allocation or reassignment shall not require approval of the Client.
30. NO WAIVER
Any failure by MSIB to strictly enforce any part of this Policy on a particular occasion shall not constitute a waiver of MSIB’s right to subsequently enforce the same or any other provision.
31. AMENDMENT OF POLICY
MSIB may amend, revise or replace this Policy from time to time upon giving reasonable notice through email, WhatsApp, its website, service documentation, invoice, service engagement agreement, Service Engagement Terms & Disclosure Sheet or other communication ordinarily used by MSIB.
Continued use of MSIB’s Services after notification of an amendment shall, to the extent permitted by law and any applicable engagement terms, constitute acceptance of the updated Policy. Unless otherwise expressly agreed, any amendment shall operate prospectively and shall not retrospectively alter any accrued right or obligation.
32. INTERACTION WITH ENGAGEMENT AGREEMENTS
32.1 This Policy shall be read together with any applicable engagement agreement, Service Engagement Terms & Disclosure Sheet, quotation, pro forma invoice, invoice, terms and conditions or other policy issued by MSIB.
32.2 Where an engagement agreement contains more specific provisions concerning authority, communications, representatives or reliance, the more specific contractual provision shall prevail to the extent of any inconsistency.
32.3 The absence of a separate engagement agreement for a particular Service shall not prevent this Policy from applying where the Client has been informed that the Service is provided subject to this Policy.
33. ACKNOWLEDGEMENT AND ACCEPTANCE
By appointing MSIB, instructing MSIB to commence or continue any Service, making payment for any Service, providing documents or information to MSIB, appointing or using a Company Representative to communicate with MSIB, or otherwise continuing to receive Services after this Policy has been provided or made available to the Client, the Client acknowledges that it has read, understood and agreed to comply with this Policy, subject always to any requirement of applicable law requiring express agreement.
This Policy forms part of MSIB’s client governance, communication and service administration framework and shall be read together with the applicable service documentation, service engagement agreement, engagement terms and other MSIB policies.
APPROVAL AND ADOPTION
This MSIB Client Communication, Authorisation and Representative Policy was approved by the Board of Directors of MSIB Group Sdn. Bhd. and has been adopted for application by the relevant MSIB group entities, including MSIB Corporate Consultancy Sdn. Bhd. and MSIB Associates Sdn. Bhd., in accordance with their respective internal corporate approvals.
This Policy shall take effect on 8th September 2026 and shall apply subject to the applicable engagement agreement, service engagement terms & disclosure sheet, service document and applicable laws.