The question coming out of the Kuching High Court today is a simple one: how can a director be given access to the books of Cahya Mata Sarawak Berhad, but not the books of five of its subsidiaries when the very purpose is to understand the company’s affairs?
That is the part I struggle with.
The court has partially allowed Dato Sri Mahmud Abu Bekir Taib’s application to inspect CMS’s accounting and other records for 2021 to 2025. The records include management accounts, general ledgers, accounts receivable and payable ledgers, fixed-assets ledgers and inventory listings. But the application against five CMS subsidiaries was dismissed.
So, in simple numbers, one out of six companies gets opened up for inspection. Five remain outside the order.
And that raises a rather obvious question: how do you properly understand the whole picture when you are allowed to look at only one-sixth of the corporate structure?
It is like being told to investigate a house from the 88th floor while the real activity is happening on the ground.
You can stare at the rooftop all day. You can study the windows. You can even count the floors. But if you cannot walk through the rooms downstairs, how are you supposed to know what is really happening?
This is not an accusation that something improper happened inside those subsidiaries. There is a difference between asking for transparency and alleging wrongdoing. No one should confuse the two.
But corporate governance is built on information.
If a director is expected to carry responsibility for a company, then surely the ability to understand the company's financial affairs cannot be reduced to looking at one portion of the structure while five related companies remain behind a locked door.
Kalau tiada apa yang hendak disorok, kenapa takut cahaya?
The court's position, as reported today, is that the application against the five subsidiaries was dismissed without prejudice to Abu Bekir seeking further relief if inspection of particular subsidiary records later becomes necessary to obtain a true and fair view of CMS's affairs.
Fair enough.
But then why make the director go back to court again?
Why not deal with the information question properly from the beginning?
That is where the reasoning deserves serious public discussion.
The original application was filed in March 2025, after requests for access to the financial and accounting records of CMS and several subsidiaries were not addressed. The ruling was subsequently deferred twice in September before finally being delivered today.
I wrote previously, in my last posting, that “we should not be giving excuses on behalf of the judge or magistrate”.
I stand by that.
A court has enormous responsibilities. So does a listed company. So does a director.
And when a dispute over corporate records drags into the courts, everyone has a duty to ensure that justice is not only technically delivered, but delivered clearly, fairly and without unnecessary delay.
Because half-baked justice is no justice at all.
The CMS dispute should probably never have reached this point in the first place.
If this was fundamentally a question of a director wanting access to company information necessary to perform his duties, surely this should have been resolved at board level, through proper corporate governance, or ultimately at a general meeting where shareholders could have had their say.
Instead, we now have lawyers, affidavits, hearings, deferred decisions and court orders determining what a director can and cannot see inside the corporate structure.
That is not exactly a glowing advertisement for corporate governance.
And now that the matter has become a court case, then get on with it: Deliver the justice, deliver it properly and deliver it quickly.
The legal team for Abu Bekir now has a decision to make. Based on the latest position communicated by the lawyers, the client obtained an order against CMS itself but not against the five subsidiaries, while the sealed order remains subject to the appointed auditor providing the required undertaking. Only after the order is sealed will the 14-day compliance period begin.
If they believe the ruling does not go far enough, they should challenge it through the proper legal channels.
Because the fundamental question remains unanswered: what is the justification for allowing access to CMS's books while refusing access to the books of the subsidiaries that form part of CMS's wider corporate affairs?
If the answer is that only particular subsidiary records are necessary, then tell us why.
If the answer is that the existing CMS records are sufficient, explain how.
And if the court's reasoning is that further information can be sought later, then explain why a director should have to make another trip through the legal maze before obtaining information that may be necessary to perform his duties in the first place.
This is not about giving Abu Bekir a blank cheque to rummage through confidential corporate information.
The court has already imposed safeguards. The inspection is to be carried out by an approved auditor, the auditor must provide an undertaking under Section 245(8) of the Companies Act 2016, and information obtained from the inspection is subject to confidentiality conditions.
So the safeguards exist.
The question is whether the access is sufficiently broad to serve its purpose.
Because if a director's responsibility is to understand what is happening inside a corporate group, you cannot expect him to understand the whole machine by inspecting only one gear.
This is where the old Malay saying comes to mind: bagai tikus membaiki labu - when things are already complicated, half-measures can sometimes make the situation even more confusing.
And there is a much bigger lesson here.
Corporate scandals do not always happen because nobody was responsible.
Sometimes they happen because people who were responsible did not have the information, did not ask the questions, or were unable to see what was happening under their noses.
Look at the painful lessons of 1MDB, Tabung Haji and Felda. I am not saying the CMS dispute is remotely equivalent to those scandals. It isn't.
But the principle is worth remembering.
Directors cannot protect shareholders if they are kept in the dark.
Transparency is not a punishment.
Inspection is not an accusation.
And asking to see the books does not automatically mean someone is hunting for a scandal.
Sometimes, it simply means someone is doing his job.
That is why the CMS case deserves more than another technical legal chapter.
It deserves clarity.
If there is nothing to hide, open the floodgates of information subject, of course, to legitimate confidentiality and legal safeguards.
Because in corporate Malaysia, we have heard too many times that everything is fine - right up until somebody finally opens the books.
Kalau benar bersih, kenapa takut diperiksa?
The public does not need drama. The shareholders do not need another circus. And the courts certainly do not need another case that moves at the speed of a leaking tap.
What they need is something much simpler:
“fairness, transparency and justice not justice served half-baked.”
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