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DIRECTOR, AUDITOR & SECRETARY, definition
occupying the position…
DIRECTOR, AUDITOR & SECRETARY
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definition
- occupying the position of director of corporation by whatever name called
- director or instruction to act. (director's management must follow)
- an alternate or substitute director.(can subtitute director but cant take decision
Appointment
- 1st Director - AoA or MoA (the founder)
- no member - general meeting
- subsequent directors - AoA
NUMBER OF DIRECTOR - SECTION 122(1)
Min - 1 director
Qualification
- natural person - u cant be a artificial person
- share qualification - director
Termination
- resignation - complies with requirement , subject to sec 122(6)
- retirement - provided under AoA (65 - MEN, 60 - WOMEN)
- automatic vacation - specified in the AoA (maternity leave)
- removal - sec128(1) - ordinary resolution, sec128(2) - special notice
Fiduciary Position
- company
- individual shareholder
- creditor
- employees
Scope of Director's Fiduciary Position
- act honestly
- contract with own company
- not to make secret profit
- directorship in rival company
- act bona fide
Duties of Skill, Care and Diligence
- sec 132(1)
- act honesly and use reasonable diligence
- consider
- natural of company business
- manner in which the work distributed
distributed
- discharge
- act within powers with such care
- knowledge and experience
- benefit of a company
Appointment
- 1st auditor - within 3 months (to proceed the company)
- sec 172(1) - in general meeting
- hold office (1st AGM)
- sec172(2) (in every AGM)
- must report on account to members (as an auditor have responsibility to dvice the accountant.
Qualification
- approved by the Minister of Finance - sec8(1)
- registered as a public accountant with the MIA
- at least 21 year old
- fit and proper person
Disqualification
- owes more than RM2500 (the auditor cant audit that company.
- not a partner
- not an employer
not an employee
functions
- to protect the company from undetected errors
- to provide shareholders with reliable intelligence
- to exersice their collected power.
Scope of Duties
- obtained all informations and explainations
- proper accounting kept by the company
- return received are adequate
- procedures and methods were appropriate
Power
- power to access
- power to report
- attend meeting
- section 139(1)
- 1 or more
- natural person
- of full age
- reside in Malaysia
Qualification (sec139A)
- member of a professional body
- licensed by registrar
Disqualification
- bankrupt
- convicted of n offence
- ceases to be member of a body
- ceases to be holder of valid license
Duties
- present at all company meeting
- record minutes of meetings
- keep & maintain all statutory books & record
- process share transfers
- issue notices of meetings
- ensure proper filing
- countersign essential company documents
- ensure safe custody of company seal