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DIRECTOR, AUDITOR, SECRETARY - Coggle Diagram
DIRECTOR
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The Act requires that a director of a company must be a natural person. it was impossible for a corporation to be a director of a company.
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A person who is a non-member may be a director of a company. Since a director does not need to be a member, it follows that a director does not have to hold any shares in a company in order for him to be qualified as such.
There is no obligation expressly imposed by the Act for a director of a company to have any share qualification.
Table A, article 71 provides that the shareholding qualification of directors may be fixed by the company in general meeting.
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A company must have at least 2 directors each of whom has his principal or only place of residence within Malaysia.
The Act does not prescribe the maximum number of directors and the matter is generally left to be decided by the articles of a company.
Usually the articles of a company provide that the number of directors may be increased or reduced by an ordinary resolution passed at a general meeting from time to time.
JOHN GRANT CASE
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Art. 86 of AoA – the company could from time to time in general meeting increase or reduce the number of directors.
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A director may, subject to section 122(6), if he so wishes, resign at any time so long that his resignation complies with the requirements of the articles.
The articles of a company will normally list the events upon which the office of a director may become vacant and such events may include a resignation
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AUDITOR
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whether the procedures and methods used by a holding company or a subsidiary in arriving at the amount taken into consolidated accounts were appropriate to the circumstances of the consolidation.
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if fraud is discovered or suspected, the auditor has power and under a duty to report promptly the matters to directors or other management rather than wait until the annual general meeting.
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An auditor of a company or his authorised agent is entitled to attend any general meeting of the company and to receive all notices and other communications relating to any general meeting.
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He has the right of access at all reasonable times to the accounting and other records of the company. He is entitled to require from any officer of the company and any auditor of a related company such information and explanation as he desires for the purpose of the audit.
In carrying out an audit, where the company's account are complex, an auditor is required to devised procedure to assist in the detection of errors or fraud.
after the audit, the auditor can form an opinion on whether the company's account provide a true and fair vieew of its position
The directors usually appoint the first auditors of a company within three months of a company’s incorporation. If the directors fail to do so, the company in general meeting may appoint them according to section 172(1).
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Section 172(2) provides that a company shall at each annual general meeting of the company appoint a person/s to be the auditor/s and shall hold office until the conclusion of the next annual general meeting of the company.
section 8 (1) of Companies Act 1965,
“Any person may apply to the Minister charged with responsibility for finance to be approved as a company auditor for the purposes of this Act.”
In Malaysia, a company's annual audit must be performed by an approved company auditor. An approved auditor in Malaysia is a person approved by the Ministry of Finance.
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SECRETARY
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Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
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Has to be present at all company meetings and recording minutes of the meeting. In this context, company meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not require a company secretary’s attendance.
Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register etc.
Ensure proper filing of all necessary returns with SSM such as annual return, forms etc
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