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Director - Coggle Diagram
Director
Retirement (Sec 205)
Section 205 (1) = apply this section unless there is a specific provision in the company's constituiton
Section 205(2) = for determine the retirement of the director, the private company may pass a written resolution ( in accordance with Sec 297)
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b) at the AGM for the subsequent year, only one-third of the director shall retire or the number nearest to one-third
Section 205(4) = directors who have been longest in office since shall be retire in every year but if have the more than one directors with the same period it must be determined by lot, unless they otherwise agreed among themselves.
Section 205(5) = if the retiring director is not disqualified under this Act, he should be eligible for re-election.
Section 205(6) = unless provided in the constitution, company have the right to appoint anyone who is not disqualified under this Act to fill in the vacancy at the AGM.
If no appointment has been made, the retiring director will be re-elected if he offers himself to be re-elected, unless :
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Duties of director
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Section 214
Business judgement rule
(2) Any decision on whether or not to take action in respect
of a matter relevant to the business of the company.
Section 213 :
(2) exercise reasonable care, skill and diligence with knowledge, skill and experience
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Disqualification
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Procedure
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CCM will take action:
:star: Furnishing court with relevant info
:star:Produce and permit inspection of relevant document
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Type of Director
Section 196(1) of the Companies Act 2016 provides that every private company must have at least one director, whereas a public company is required to have a minimum of two directors.
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Types of directors in Malaysia : Executive, Non-Executive,
Removal
Section 206
Director (public/private) can be removed by ordinary resolution (unless constitution says otherwise). Also need special notice.
Section 207
Procedure
Shareholders send special notice to co. before GM > co. must send copy of notice to director concerned> director can defend himself
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