PART TWO: WHEN A DIRECTOR HAS TO GO TO COURT TO SEE THE BOOKS
“Bagai aur dengan tebing.”
You scratch my back, I scratch yours –- but who’s checking the books?
Now listen up. Forget that old Global Witness video for a moment. That’s history. Yesterday’s show. What interests me more is what is happening inside CMS right now, because this is where the questions get a lot more uncomfortable and a lot more relevant to shareholders.
On March 5, 2025, Dato Sri Mahmud Abu Bekir Taib, then CMS deputy group chairman and director — filed an originating summons at the Kuching High Court seeking access to the company’s accounts and records. His request covered CMS as well as the accounts of five subsidiaries. CMS said the request had been made at short notice and that another time should have been arranged. Mahmud took a different position: as a director, he argued that he was entitled to inspect the financial records. The disagreement went to court.
And that is where my journalist brain starts going, hold up…
What exactly are we looking at here? If you're a director of a listed company, what should you be able to see? Who decides what information you can access? When does confidentiality represent a legitimate protection for the company, and when does it become a wall between a director and the information he needs to perform his duties?
These aren't small questions… They go straight to the relationship between directors, management and shareholders.
THIS DIDN'T END IN 2025
You might think the first summons was the end of the story. Nope. The saga kept rolling.
In April 2026, Mahmud filed another originating summons against CMS and 10 others, raising further questions concerning his position as a director and the continuing legal disputes. Bursa subsequently queried CMS for additional information about the circumstances surrounding the filing. Meanwhile, CMS itself pursued legal action involving Mahmud over allegations concerning sensitive company information.
By June 2026, the dispute had expanded to include an application by CMS seeking, among other things, restrictions concerning Mahmud's attendance at board meetings and disclosure of confidential information. CMS was represented by a legal team led by Alvin Chong.
So look at the picture. One side says, “I need access to company information.” The company says, “There are legal and confidentiality issues.” Lawyers get involved, court papers fly, and the corporate meter keeps running. Which brings us to the question shareholders are perfectly entitled to ask: How much is all of this costing?
And perhaps the bigger question is this: What is the underlying corporate issue that has made these disputes so difficult to resolve internally?
THE LAWYERS ARE NOT THE COMPANY
This is where corporate Malaysia sometimes needs to remember who sits where in the chain of responsibility. A lawyer works for the company. A lawyer does not own the company. A lawyer does not become the board. And legal advice should not become a substitute for directors exercising their own fiduciary responsibilities.
The board makes the decisions. The lawyers advise. That's the rhythm.
And when a listed company is fighting with one of its own directors in court, shareholders have a legitimate interest in understanding the substance of the disagreement — subject, of course, to legitimate confidentiality and legal restrictions. Otherwise, shareholders are left watching smoke without knowing where the fire is.
That isn't necessarily evidence of wrongdoing. But it is a governance question worth asking.
THEN THERE IS THE FAMILY FACTOR
CMS's legal disputes also cannot be viewed entirely separately from the wider Taib family corporate and estate disputes. In another major CMS-related case, Sulaiman Abdul Rahman Taib and Mahmud Abu Bekir have been involved in litigation concerning CMS shares and the estate of their late mother, Datuk Patinggi Laila Taib, with Raghad Kurdi Taib and RHB Investment Bank among the defendants. Alvin Chong represented Sulaiman and Mahmud in that dispute.
Again, representing a client is what lawyers do. But look at the corporate landscape surrounding all of this: family members, CMS directors, disputed shares, estate issues, court proceedings, company information and lawyers appearing on different sides of different disputes.
And sitting in the middle of it all is a listed company whose shareholders are not members of the family.
That last point matters. The company has shareholders beyond the family. Their interests don't disappear simply because the dispute happens to involve people connected to the company's history and ownership structure.
SO HERE'S THE BIGGER QUESTION
Whenever Sarawak's corporate world gets discussed, the conversation can quickly become about personalities: Taib, family, business, politics, lawyers, drama. That's the easy story.
The harder question is institutional: “Are the governance systems strong enough to survive the personalities?”
Because if CMS is genuinely operating as a professionally governed public company, then the system should be capable of functioning regardless of who is fighting with whom. Directors should be able to obtain information necessary to perform their duties. Management should be accountable to the board. The board should be accountable to shareholders. Legal advisers should advise. Auditors should audit. Regulators should regulate.
Simple.
But when disputes repeatedly move from the boardroom to the courtroom, shareholders deserve to understand why.
THE BIGGER PICTURE
There is another reason this matters. CMS has institutional investors, among them Tabung Haji, whose shareholding has itself been the subject of market disclosures.
So this isn't simply a family argument taking place inside a private company. There is institutional investment exposure and, with it, a wider public-interest dimension. That doesn't automatically make either side right or wrong. It simply means transparency matters.
Shareholders shouldn't be told to simply “trust the board.”
Trust isn't something you demand.
Trust is earned through disclosure.
And that is why I think the question shouldn't simply be, “Why does CMS still use Alvin Chong?” That's too narrow. The more useful questions are much more basic: Who appointed the external legal adviser? What is the scope of the appointment? How much has CMS paid in legal and professional fees over the past several years? How much has been spent on the current litigation? How many matters involving directors, shareholders and subsidiaries are currently active? What controls exist to manage potential conflicts of interest? And what information has been made available to independent directors and shareholders?
Those are questions the board can answer. They are questions shareholders can raise. And where relevant, they are matters that regulators can examine within their respective mandates.
NO TEAM MAHMUD. NO TEAM CMS.
I don't think shareholders need another corporate drama where everyone picks a jersey. This isn't Team Mahmud versus Team CMS. It isn't Team Alvin versus Team Somebody Else.
The real interest here is the shareholder.
Because lawyers get paid. Experts get paid. Consultants get paid. Management gets paid. Directors receive their fees. But when the disputes drag on and the bills start piling up, the shareholder can be left sitting there looking at the numbers and asking the simplest question of all:
“So where did all the money go?”
That is why the CMS story deserves more than another headline about another lawsuit. It deserves the numbers, the legal-fee numbers, the litigation numbers, the administrative costs, the governance explanations and, eventually, the outcomes of the cases.
Because in corporate Malaysia, sometimes the most expensive sentence can be the simplest one:
“Don't worry. Everything is under control.”
Really?
Then show us.
Show the shareholders the books.
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