Please enable JavaScript.
Coggle requires JavaScript to display documents.
DIRECTOR, AUDITOR, AND SECRETARY - Coggle Diagram
DIRECTOR, AUDITOR, AND SECRETARY
DIRECTOR
- Any person occupying the position of director of a corporation by whatever name called
- A person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act
- An alternate or substitute director.
Appointment
1st Director must be named in either AoA or MoA, while subsequent director can be named in AoA but is not compulsory to be named in MoA
-
Qualification
Director is a natural person, he cannot be an artificial person
-
Termination
Resignation, A director may, subject to section 122(6), if he so wishes, resign at any time so long that his resignation complies with the requirements of the articles
Retirement, The manner of retirement of directors in a company is normally provided under the articles.
Automatic Vacation, A director of a company may be required to vacate his office upon the happening of certain events as specified in the articles.
Removal, there are 2 types:
- Removal by ordinary resolution, when director is removed because of positive reason (ex.: promoted)
- Removal by special notice, when director is removed because of negative reason (ex.: disciplinary acts)
Fiduciary Duties
To the Company, Duty to act in good faith for the benefit of the company
To Individual Shareholders, must not exercise their power in contrary with the company interest even with the instruction from the shareholder.
To Creditors, Must have regard the interest of the creditors especially in situation where the company is insolvent or nearing solvency.
To Employees, No expressed regard to the interest of the company’s employees’.
To Client/Stakeholders, Must have regard according to the agreement with the stakeholders
AUDITOR
Appointment
The directors usually appoint the first auditors of a company within three months of a company’s incorporation.
-
-
-
Disqualification
Auditor owes the company more than RM2,500
-
-
-
Power
Power to access, has the right of access at all reasonable times to the accounting and other records of the company
power to report, if fraud is discovered or suspected, the auditor has power and under a duty to report promptly the matters to directors or other management
Attend meeting,entitled to attend any general meeting of the company and to receive all notices and other communications relating to any general meeting
SECRETARY
Section 139(1) illustrate that:
- There shall be one or more secretary (unlimited number)
- Must be a natural person
- Of full age (majority age)
- Reside in Malaysia
-
-
-