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DIRECTOR :silhouette:, Requirement of Director :pen:, : - Coggle Diagram

- - - - (1) A director in exercising his duties as a director may rely on information, professional or expert advice, opinions, reports or statements including financial statements and other financial data, prepared, presented or made by—(a) any officer of the company whom the director believes on reasonable grounds to be reliable and competent on the matters concerned;(b) as to matters involving skills or expertise, any other person retained by the company in relation to matters that the director believes on reasonable grounds to be within the person’s professional or expert competence;(c) another director in relation to matters within the director’s authority; or(d) any committee to the board of directors on which the director did not serve in relation to matters within the committee’s authority.
      - (2) The director’s reliance made under subsection (1) is deemed to be made on reasonable grounds if it was made—(a) in good faith; and(b) after making an independent assessment of the information or advice, opinions, reports or statements, including financial statements and other financial data, having regard to the director’s knowledge of the company and the complexity of the structure and operation of the company.
  - - - (1) Except as is otherwise provided by this Act, the constitution or any resolution of the Board or members of the company, the directors may delegate any power of the Board to any committee of the Board, director, officer, employee, expert or any other person. Companies 221
      - (2) Where the directors have delegated any power, the directors are responsible for the exercise of the power by the delegatee as if the power had been exercised by the directors themselves.
      - (3) The directors are not responsible under subsection (2) if—(a) the directors believed on reasonable grounds at all times that the delegatee would exercise the power in conformity with the duties imposed on the directors under this Act and the constitution of the company, if any; and (b) the directors believed on reasonable grounds, in good faith and after making a proper inquiry, if the circumstances indicated the need for the inquiry, that the delegatee was reliable and competent in relation to the power delegated.
  - - - (3) A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or both.
      - (2) A director of a company shall exercise reasonable care, skill and diligence with- (a) The knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities. (b) Any additional knowledge, skill and experience which the director in fact has.
      - (1) A director of company shall at all times exercise his powers in accordance with this Act, for a proper purpose and in good faith in the best interest of the company.
  - - - (1) A director who makes a business judgment is deemed to meet the requirements of the duty under subsection 213(2) and the equivalent duties under the common law and in equity if the director— (a) makes the business judgment for a proper purpose and in good faith; (b) does not have a material personal interest in the subject matter of the business judgment; (c) is informed about the subject matter of the business judgment to the extent the director reasonably believes to be appropriate under the circumstances; and (d) reasonably believes that the business judgment is in the best interest of the company.
      - (2) For the purposes of this section, “business judgment” means any decision on whether or not to take action in respect of a matter relevant to the business of the company.
  - - - (1) A director who was appointed by virtue of his position as an employee of a company, or who was appointed by or as a representative of a member, employer or debenture holder, shall act in the best interest of the company and in the event of any conflict between his duty to act in the best interest of the company and his duty to his nominator, he shall not subordinate his duty to act in the best interest of the company to his nominator.
      - (2) A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or a fine not exceeding three million ringgit or to both.