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DIRECTOR - Coggle Diagram
DIRECTOR
Service contract
section 231
contract where director undertakes personally, or through a third party, to perform services for public company or its subsidiaries.
section 232
keep and maintain a copy of their directors’ service contract and make it available for inspection at its registered office for at least a year from the date of termination or expiry of the contract
5% shareholding are entitled to inspect and provided with a copy of the service contract on payment of such fee.
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fine < RM250,000 beside a Court order for an immediate inspection or send a copy to the person requiring.
Duties of Directors
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exercise reasonable care, skill and diligence with the knowledge and experience
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Disqulification
Has been convicted of an offence relating to the promotion, formation or management of a corporation (in or outside Malaysia)
Has been convicted of an offence involving bribery, fraud or dishonesty (in or outside Malaysia)
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Has been convicted of an offence under sec 213, 217, 218, 228 and 539 of CA 2016.
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fees and benefit
compensation for loss of office for directors of public, listed and subsidiaries companies
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Types of Directors
Executive Director
a salaried director who is a full-time working director delegated with managerial or executive powers by the board to carry out the day-to-day management of the company’s business.
Non Executive Director
A director who does not hold any salaried appointment with the co and receives a relatively small director’s fee as laid down in the articles /general meeting.
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Alternate Directors
A director, with the approval of directors, may appoint any person to be an alternate director
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Indemnity of directors
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Company can indemnify director for liability where third parties bring civil proceedings. [sec 289(4)]
Section 218- Prohibition against improper use of property, position, etc.
(1) A director or officer of a company shall not, without
the consent or ratification of a general meeting—
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(d) use any opportunity of the company which he became aware of, in the performance of his functions as the director or officer of the company
(e) engage in business which is in competition with the
company,
(2) any person who contravenes this section commits an offence and shall on conviction, be liable to imprisonment for a term not exceeding 5 years or a fine nor exceeding 3 million ringgit or both
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Insurance
CA 2016 empowers a company to purchase an insurance scheme to cover the liability of directors, officers and auditors.
Public listed companies usually have such insurance scheme to cover the liability of its directors and officers although it is paid by the directors and officers for tax reasons.
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