Malaysia legislation
Section 4
of SARAWAK SOVEREIGN WEALTH FUTURE FUND BOARD ORDINANCE, 2022
Section 4
―(1) The Board shall hold such meetings as are necessary for the proper performance of its functions.
(2)
Except with the written approval of the Minister, the Board shall hold at least three meetings in every calendar year.
Board may invite others to meetings 5.
The Board may request any person not being a Guardian to attend any meeting or deliberation of the Board for the purpose of advising it on any matter under discussion, but such person so attending shall have no right to vote at the said meeting or deliberation.
Minutes 6.―(1) The Secretary shall record, maintain and keep all minutes of meetings in a proper form.
(2)
Any minutes of meetings of the Board shall, if duly signed by the
Chairman or by the Guardian or any person presiding in his absence, as the case may be, be admissible in evidence in all legal proceedings without further proof and every meeting of the Board in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all
Guardians there at to have been duly qualified to act.
(3)
The Guardians and, unless otherwise directed by the Board, the Chief
Executive Officer, are entitled to copies of such minutes but shall not, without the permission of the Chairman, transmit, distribute or permit access thereto, to any person who is not a Guardian.
(4)
The minutes of the Board, its common seal and all its statutory and accounting records shall be kept at the principal office.
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Principal office 7.
The Board shall have a principal office and no change in the principal office may be effected without the prior written approval of the Minister.
Voting 8.―(1) Decisions of the Board shall be made by a majority of votes of
Guardians.
(2)
In the event of any equality of votes, the Chairman presiding at the meeting shall have a casting vote in addition to his original vote.
Virtual meetings 9.―(1) Meetings of the Board may be held by way of tele-conferencing, video-conferencing or other technological means, which allow each participant to hear and be heard by each other participant.
(2)
Where a Board meeting is held virtually in accordance with subparagraph (1), the meeting shall be deemed to be held at the location at which the
Guardian presiding at the meeting is present, or if such Guardian is physically outside the State, at the principal office of the Fund.
(3)
For the purposes of this Ordinance, all Guardians attending such meeting shall be deemed to be present at the place at which the meeting is held, regardless of their actual physical location.
(4)
Any meeting held virtually under this paragraph shall comply with all rules and procedures of meetings specified under this Ordinance.
Circular resolutions 10.
A resolution of the Board may be passed without a meeting of the Board being convened if the resolution is:-
(a)
circulated in writing to all Guardians together with all documents and other information necessary or desirable, and with sufficient time, for the Guardians to make an informed decision on the subject-matter of the resolution;
(b)
approved in writing by a majority of the Guardians, which would have constituted a quorum at a meeting of the Board; and
(c)
of a type that the Board has determined may be passed in accordance with this paragraph.
Record-keeping 11.―(1)
The Board shall ensure that accurate and complete records of all of its meetings, of all circular resolutions passed in accordance with paragraph 10, and of all of the meetings of committees established by the Board, are kept and maintained.
(2)
The records shall be kept by the Secretary at the principal office of the
Fund, and shall be available for inspection by the Minister or any Guardian on written request.
Internal regulations 12.―(1)
The Board may from time to time make regulations that are consistent with this Ordinance to govern the conduct and management of the Board's business and affairs, including regulations relating to―
(a)
the acquisition, management, review, and realisation of investments of the Fund;
(b)
the administration, management and control of the Board's property;
(c)
the establishment, constitution and proceedings of committees of the Board; and
(d)
the functions, duties and remuneration of the officers and employees of the Board.
(2)
Any internal regulations made by the Board pursuant to sub-paragraph
(1)
shall be subject to the provisions of this Ordinance, and in the event of any conflict, the provisions of this Ordinance shall prevail.
(3)
The Board may revoke or vary any internal regulations made by the
Board pursuant to sub-paragraph (1).
(4)
The Board shall:-
(a)
provide a copy of any internal regulations made by the Board, and any variation to any internal regulations; and 52
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(b)
provide written notification of the revocation of any internal regulations, to the Minister within seven days after the internal regulations are made, varied or revoked.
Common seal 13.―(1)
The common seal of the Board shall bear such impression as the
Board may approved.
(2)
The Board may remake or change the common seal of the Board from time to time.
(3)
Until a seal is provided by the Board, a stamp bearing the description
“Sarawak Sovereign Wealth Future Fund” may be used in place of the common seal.
(4)
The common seal or the stamp referred to in sub-paragraph (3) shall be kept in the custody of the Secretary at the principal office of the Board.
(5)
The affixation of the common seal to any instrument or other document shall be authenticated by the Chairman or any other person authorised by the Board in writing.
Execution of instruments etc. not requiring common seal 14.
For avoidance of doubt, any instrument or other document which:-
(a)
is not required under any law to be executed under seal; and
(b)
is of a type that, if executed by a natural person, need not be under seal, may be executed for and on behalf of the Board by two Guardians or one Guardian and the Secretary or any person authorized to do so by a resolution of the Board.
SECOND SCHEDULE
INVESTMENT MANDATE
Approach to investment 1.―(1)
The investment philosophy is to deliver long-term risk-balanced real growth in the invested assets. It should be initially based on investing into liquid, exchange-traded equities, bonds and collective investment schemes (e.g. REITs), and eventually, into alternative asset classes through the use of appointed fund managers and/or which are directly managed by the Board of Guardians.
(2)
The initial investment allocation should have a target of ensuring capital preservation during the first 5 years, with a more growth-oriented target thereafter.
(3)
The approach should seek to naturally hedge the invested assets against key financial risks faced by Sarawak and Malaysia, by considering the sectors and geographies for investment. The Board of Guardians should consider carefully whether to invest in any country subject to (i) sanctions or (ii) any other material issues which may result in the Board of Guardians having difficulty accessing investments of the Fund. Any investment in such countries should be justified by a risk assessment analysis. All risk assessment analyses must also be made available to the Investment Advisory Panel for reference.
(4)
The Board of Guardians, in consultation with the Investment Advisory
Panel, must promptly prepare and adopt a policy on Diversification and Risk
Management which sets out guidelines for the Fund and its appointed fund managers in order to ensure an appropriate balance of risk and exposure to sectors, asset classes and geographies.
Environmental, Social and Governance (“ESG”) and Syariah compliance policies 2.―(1) The Board of Guardians may, from time to time, develop ESG and
Syariah compliance policies. However, the Board of Guardians should carefully analyse such policies to ensure the target returns are achievable and to fully understand any potential side effects which may negate the objectives of such policies. All such policies must be approved by the Majlis Mesyuarat Kerajaan
Negeri before adoption.
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Mechanisms for managing investment 3.―(1) The approach to managing the funds should be:
(a)
Years 1-5: Cash in bank accounts, fixed deposits and collective investment schemes may be controlled directly by the Board of Guardians. All other investments must be made through licensed, reputable fund managers selected through a transparent, competitive procurement process who shall manage such investments on a discretionary basis in accordance with the
Board’s policy on Diversification and Risk Management. Not more than 33%
of the Assets of the Fund should be held through any one fund manager.
[Am. Swk. L.N. 86/2026]
(b)
Years 6-10: In parallel with the use of discretionary fund managers, the Board of Guardians may directly invest in investments other than cash in bank accounts, fixed deposits and collective investment schemes.
During this initial stage the direct investments should be limited to 40% of the
Assets of the Fund and not more than 33% of the remaining Assets of the Fund should be held through any one fund manager.
[Am. Swk. L.N. 86/2026]
(c)
Years 11 onwards: The Board of Guardians shall have complete discretion as to whether to use fund managers or to manage the Assets of the
Funds directly, taking into account the costs of doing so, the capabilities required and the track record of the internal team responsible for fund management.
(2)
The Board of Guardians in consultation with the Investment Advisory
Panel, must promptly produce and adopt a policy on management of investments in line with this mandate. This policy may be revised from time to time.
(3)
The policy on Diversification and Risk Management of the Fund must specify how foreign exchange forward contracts or options which are excluded from the definition of derivatives will be used, monitored and controlled.
THIRD SCHEDULE
PROCEEDINGS OF THE INVESTMENT ADVISORY PANEL
Meetings 1.―(1)
All meetings of the Investment Advisory Panel shall be presided over by the chairman of the Investment Advisory Panel or in his absence, by any member appointed for that purpose by the chairman.
(2)
The quorum of any meeting of the Investment Advisory Panel shall be three including the chairman.
(3)
Decisions of Investment Advisory Panel shall be made by a majority of votes of members. If for any question to be determined by the Investment Advisory
Panel there is an equality of votes, the chairman shall have a casting vote.
(4)
Subject to subparagraphs (1), (2), (3) and the provisions of this
Ordinance, the Investment Advisory Panel shall regulate its own procedures.
(5)
Meetings of the Investment Advisory Panel shall be called by the chairman of the Investment Advisory Panel and notice of such meetings shall be signed by the chairman or any person authorized by the chairman and be issued to all members of the Investment Advisory Panel at least seven days before the date of the meeting.
(6)
Notice of meeting shall specify the date, venue and the agenda of the meeting.
Frequency of meetings 2.―(1)
The Investment Advisory Panel shall hold such meetings as are necessary for the proper performance of its functions.
(2)
Except with the written approval of the Ministry, the Board shall hold at least three meetings in every calendar year.
Panel may invite others to meetings 3.
The Investment Advisory Panel may request any person not being a member of the Investment Advisory Panel to attend any meeting or deliberation of the Investment Advisory Panel for the purpose of advising it on any matter under 56
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discussion, but such person so attending shall have no right to vote at the said meeting or deliberation.
Minutes 4.―(1) The chairman of the Investment Advisory Panel shall appoint one of the members of the Investment Advisory Panel or any person or persons made available to the Investment Advisory Panel by the Board for such purpose as the secretary of the Investment Advisory Panel to record, maintain and keep all minutes of meetings in a proper form.
(2)
Any minutes of meetings of the Investment Advisory Panel shall, if duly signed by the chairman or by the member presiding in his absence, as the case may be, be admissible in evidence in all legal proceedings without further proof and every meeting of the Investment Advisory Panel in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all members thereat to have been duly qualified to act.
(3)
Members are entitled to copies of such minutes but shall not, without the permission of the chairman, transmit, distribute or permit access thereto, to any person who is not a member of the Investment Advisory Panel.
Virtual meetings 5.―(1) Meetings of the Investment Advisory Panel may be held by way of teleconferencing, video-conferencing or other technological means, which allow each participant to hear and be heard by each other participant.
(2)
Where a meeting is held virtually in accordance with subparagraph (1), the meeting shall be deemed to be held at the location at which the Investment
Advisory Panel member presiding at the meeting is present, or if such Investment
Advisory Panel member is physically outside the State, at the principal office of the
Fund.
(3)
For the purposes of this Ordinance, all members of the Investment
Advisory Panel attending such meeting shall be deemed to be present at the place at which the meeting is held, regardless of their actual physical location.
(4)
Any meeting held virtually under this paragraph shall comply with all rules and procedures of meetings specified under this Ordinance.
Circular resolutions 6.
A resolution the Investment Advisory Panel may be passed without a meeting of the Investment Advisory Panel being convened if the resolution is:-
(a)
circulated in writing to all Panel members together with all documents and other information necessary or desirable, and with sufficient time, for the Panel members to make an informed decision on the subject-matter of the resolution;
(b)
approved in writing by a majority of the Panel members, which would have constituted a quorum at a meeting of the Investment Advisory Panel; and
(c)
of a type that the Investment Advisory Panel has determined may be passed in accordance with this paragraph.
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FOURTH SCHEDULE
THRESHOLD VALUE