COMPANIES ACT 2016
“expert” includes engineer, valuer, accountant and any other person whose profession or reputation gives authority to a statement made by him;
An expert is a person who possesses specialised knowledge, professional qualifications, technical skills, or recognised experience in a particular field, such that his or her opinion or statement carries professional authority. The Companies Act 2016 expressly includes engineers, valuers, and accountants as examples of experts. However, the definition is not exhaustive and extends to any person whose professional expertise or established reputation gives credibility and authority to a statement, report, opinion, or certification made by that person.
Who May Be Considered an Expert? An expert may include, but is not limited to:
Engineer;
Valuer;
Accountant;
Auditor;
Architect;
Lawyer or legal practitioner;
Actuary;
Financial adviser;
Tax consultant;
Quantity surveyor;
Geologist;
Environmental consultant; or
Any other person whose professional qualifications, experience, or reputation provide authority for the opinion or statement given.
Role of an Expert An expert may be engaged to provide independent professional opinions or reports on matters such as:
Valuation of company assets;
Financial reporting and accounting matters;
Business valuation;
Engineering or technical assessments;
Property valuation;
Tax advice;
Feasibility studies;
Due diligence reviews;
Corporate restructuring; and
Other specialised matters requiring professional expertise.
Practical Examples Example 1 – Property Valuation ABC Sdn. Bhd. intends to dispose of a commercial building. A registered valuer prepares an independent valuation report to determine the property's market value. The registered valuer is an expert within the meaning of the Companies Act 2016.
Example 2 – Financial Report A company appoints a chartered accountant to prepare financial information for a proposed corporate exercise. The accountant's professional opinion is regarded as an expert opinion because of the accountant's recognised qualifications and expertise.
Example 3 – Engineering Assessment A manufacturing company engages a professional engineer to assess the structural condition of its factory before expansion. The engineer's report constitutes an expert opinion due to the engineer's professional knowledge and qualifications.
Example 4 – Business Valuation A company undergoing a merger appoints an independent valuation firm to determine the fair value of its shares. The valuation report prepared by the qualified valuer is an expert report for the purposes of the transaction.
Responsibilities of an Expert An expert is generally expected to:
Exercise reasonable professional skill and care;
Act independently and objectively;
Base opinions on sufficient facts and reliable information;
Prepare reports honestly and without material misrepresentation;
Comply with applicable professional standards and ethical requirements; and
Accept responsibility for the professional opinions expressed.
Compliance Note Where the Companies Act 2016 requires or permits the use of an expert's report or opinion, companies should ensure that:
The expert possesses the appropriate qualifications, experience, or professional standing;
The report is prepared independently and professionally;
Any material assumptions are properly disclosed; and
The report complies with the relevant statutory and professional requirements.
Importance The inclusion of experts under the Companies Act 2016 ensures that companies, shareholders, creditors, regulators, and the courts can rely on professional opinions when making important corporate decisions. Expert reports provide independent technical, financial, legal, or professional assessments that promote transparency, accuracy, and informed decision-making in corporate transactions and regulatory compliance.
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