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DIRECTOR - Coggle Diagram
DIRECTOR
1. DEFINITION
Sec 2
any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director.
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includes chief executive officer (CEO), chief financial officer (CFO), chief operating officer (COO) or any other persons who is primarily responsible for the management of the company.
Sec 211
The business and affairs of a company shall be managed by, or under, the direction of the Board; and
all the powers necessary to manage and direct as well as supervise the management of the business and the affairs of the company, subject to any modifications, exceptions or limitations contained in the Companies Act or in the company's constitution.
2.TYPES
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Independent Director
person must be free from the management or any other relationships, which could materially impede the ability of a director to give an independent judgement or view of the company
criteria
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not a family member of any executive director, officer or major shareholder of the company
not acting as a nominee or representative of any executive director or major shareholder of the company
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3.QUALIFICATION
Section 196(2)
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minimum number of one director must have a principal place of residence in Malaysia and does not include an alternate or substitute director
Section 201
that a person must give his consent to the appointment as director by making a written statement that he consents to the appointment
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Section 203
appointment of two or more persons is voted by majority at a general meeting to pass a motion of resolution for the director's appointment
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