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Director - Coggle Diagram

- - - - 1) Exercise power for proper purpose good faith in the best interest of the company
        2) Exercise reasonable care,skill and diligence.
        3) If contravenes will imprisonment not exceeding 5 years or fine 3 million or both.
  - - - :fire:Need to deemed requirement subsection 213(2)
        :fire: For a proper purpose and in good faith
        :fire: Does not have a material personal interest
        :fire:Informed about subject matter of the business judgement
  - - - :<3:Believes on reasonable grounds to be reliable and competent
        
        :<3:Made in good faith and having regards to the director`s knowledge of the company and the complexity of the structure and operation
        
        :<3:Another director in relation to matters within the director`s authority
        
        :<3:The director did not serve in relation to matters within the committee`s authority
        
        :<3:Believes on reasonable grounds to be within the person`s professional.
  - - - :check:Delegate any power of the Board to the any committee of the Board, director, officer, employee and expert.
      - :check:responsible for the exercise of the power by the delegate
      - :check: The director not responsible under subsection 2 if :
        
        Believed on reasonable grounds
        
        Believe in good faith
  - - - :star:act in the best interest of the company and duty to nominator
      - :star:shall not subordinate his duty to act in the best interest of the company to his nominator
      - :star:If contravenes this section : will imprisonment not excceding 5 years or a fine not exceeding 3 million
- - - - At the first time AGM all director shall retire form office at the conclusion of the meeting
      - Sec 205 (2) - at a subsequent annual general meeting 1/3 of the directors for the time being will retire from office and if the number is not three or multiple of three then the number nearest to 1/3 will retire
    - - must be approved by shareholder at general meeting
  - - - :lock: Sec 230 (2) , the BOD may , but subject to Constitution,approve the fee and benefit
      - :lock:Sec 230 (3) , the approval must be recorded in board minute and notify the member within 14 days from the approval
      - :lock:If the resolution not passed, the payment shall be a debt due by the director to the company
      - :lock:Sec 230 (3) Who contravenes will liable to fine >rm250,000
      - :lock:If member at least (10% shareholding )feel not fair may require the company to pass a written resolution or ordinary resolution at general meeting for approve payment
    - - :check:May be approved by the BOD
      - :check: Shareholder of minimum 10% voting right may request that a directors remuneration be subject to shareholders` approve if they view the remuneration determined by the board as being unfair