Please enable JavaScript.

Coggle requires JavaScript to display documents.

TOPIC 7 - Coggle Diagram

- - - - Complies with requirements
      - Subject to sec. 122(6)
    - - Provided under the AoA
    - - As specified in the AoA
    - - Sec. 128(1) – Ordinary resolutio
      - Sec. 128(2) – Special notice
  - - - Company
        
        Duty to act in good faith for the benefit of the company
      - Individual Shareholder
        
        Must not exercise their power in contrary with the company interest even with the
        instruction from the shareholder
      - Creditors
        
        No expressed regard to the interest of the
        company’s employees
      - Employees
        
        Must have regard the interest of the creditors especially in situation where the company is insolvent or nearing solvency
  - - - Khoo Choon Yam v. Gan Miew Chee & Ors.- The Pf had to give undated letter of resignation upon his appointment as director. - Held: Requiring a letter of resignation in advance was that the letter was made under duress. The letter would be void and of no effect.
  - - - Directors cannot take to their own use. - Cook v Deeds – Held: Directors were not entitled to make a present of it to themselves
    - - Sec. 131(5) - The liberty of a director to hold office in a rival company does not apply where there is a prohibition in the articles restricting a director from holding offices in conflict with his duties as a director.
    - - Sec. 131 – not prevented from entering into a contract.- Requirements: disclose to a meeting of the directors any interest, direct or indirect. - Art. 81 Table A – prohibited from voting
    - - Re Smith & Fawcett – Held: bona fide in what directors consider-not what a court may consider-is in the interest of the
        company
    - - Sec. 132(1) at all times act honestly and use reasonable
        diligence.
        
        Conflict of interest and improper use.
        
        Deceitful and fraudulent
  - - - Directions or instructions are accustomed to act
      - An alternate or substitute director
      - Occupying the position of director of a corporation
        by whatever name called
- - - - To provide shareholders with reliable intelligence
      - To exercise their collective powers
      - To protect the company from undetected errors
  - - - Report promptly the matters (fraud) to directors or other management
    - - Attend any general meeting and to receive all notices and other communications relating to any general meeting
    - - Access to the accounting and other records
- - - - Member of a professional body
      - Licensed by Registrar