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DIRECTOR, managing director, ((a) the knowledge, skill and experience…
DIRECTOR
Duties of Director
Sec 214 - a director who makes a business judgment is deemed to meet the requirements of the duty under subsection 213(2) and the equivalent duties under the common law and in equity if the director:
S215 - The director’s reliance will be deemed to have been made on reasonable grounds if it was made in good faith and after making an independent assessment of the information or advice, and opinions, reports or statements, having regard to the director's knowledge of the company and the complexity of the structure and operation of the company
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S217 - A nominee director shall act in the best interest of the company and in the event of any conflict between his duty to act in the best interest of the company and his duty to his nominator; he shall not subordinate his duty to act in the best interest of the company to his nominator
Sec 213 (2) A director of a company shall exercise reasonable care, skill and diligence with:
Sec 213 (1) A director of a company shall at times exercise his powers in accordance with this Act, for a proper purpose and in good faith in the best interest of the company
Type of Director
Executive
Salaried, full time, day to day management
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Sec 218 Prohibition against improper use of property, position etc
Sec 218(1) A director or officer of a company shall not, without the consent or ratification of a general meeting -
(a) use the property of the company;
(b) use any information acquired by virtue of his position as a director or officer of the company;
(c) use his position as such director or officer;
(d) use any opportunity of the company which he became aware of, in the performance of his functions as the director or officer of the company; or
(e) engage in business which is in competition with the company
to gain directly or indirectly, a benefit for himself or any other person, or cause detriment to the company.
Sec 218(2) any person who contravenes this section commits an offence and shall on conviction , be liable to imprisonment for a term not exceeding 5 years or a fine not exceeding 3,000,000 ringgit or to both.
Service contract
For public company
Sec 231(1)(a) A contract which director of the company undertakes personally to perform services, as a director or otherwise for the public company or for a subsidiary of the public company; or
Sec 231(1)(b) services that a director of the public company undertakes personally to perform as director or otherwise are made available by a third party to the public company, or to a subsidiary of the public company.
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managing director
22- The Board may from time to time appoint one or more of its body to the office of managing director for such period, and on such terms the Board thinks fit and may revoke any such appointment
23-A director appointed to the office of managing director shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases from any cause to be a director.
24-A managing director shall, subject to the terns of any agreement entered into in any particular case, receive such remuneration. whether by way of salary. commission, or participation in profits, or partly in one way and partly in another as the Board may determine
23-The Board may entrust to and confer upon a managing director any of the powers exercisable by the Board upon such terms and conditions and with such restrictions as the Board may think fit, and either collaterally with the exclusion of the Board's own powers, and may from withdraw alter or vary all those powers.
(a) the knowledge, skill and experience which may reasonable be expected of a director having the same responsibilities
(b) any additional knowledge, skill and experience which the director in fact has
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(c) is informed about the subject matter of the business judgment to the extent the director reasonably believes to be appropriate under the circumstances; and
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Sec. 198 (1)
a) undischarged bankrupt
b) has been convicted of an offence relating to the promotion,
formation or management of a corporation;
(c) has been convicted of an offence involving bribery, fraud
or dishonesty;
(d) has been convicted of an offence under sections 213, 217,
218, 228 and 539; or
(e) has been disqualified by the Court under section 199.
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Sec. 231 a director of the company undertakes personally to perform services, as a director or otherwise for the public company or for a subsidiary of the public company
Sec 232 For public companies, the directors’ service contracts are open to inspection at least one year from the date of termination or
expiry of the contract.
Required to keep service contract at registered office
Sec. 196:
(1) (b) minimum 2 director
(2) Shall be a natural person who is at least 18 years old.
(3) A director shall not resign or vacate his office if by this resignation, the number of director will reduce below the number of minimum director that required.
(4) The minimum number of director required:
(a) shall ordinary reside Malaysia and having a principal place of residence in Malaysia.
(b) shall not include alternate or substitute directors.
does not hold any salaried appointment with the co and receives a relatively small director’s fee as laid down in the articles /general meeting.
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26-The Board may. from time to time, appoint any person to be an associate director and may from time to-time revoke any such appointment.
- The Board may fix, determine and vary the powers, duties and remuneration of any person so appointed, but a person so appointed shall not have any right to attend or vote at any meeting of the Board except by the invitation and with the consent of the Board.
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Sec. 196:
(1) (a) minimum 1 director
(2) Shall be a natural person who is at least 18 years old.
(3) A director shall not resign or vacate his office if by this resignation, the number of director will reduce below the number of minimum director that is required.
(4) The minimum number of director required:
(a) shall ordinary reside Malaysia and having a principal place of residence in Malaysia.
(b) shall not include alternate or substitute director.
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