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C5: Company Administration - Coggle Diagram
C5: Company Administration
DIRECTORS
(1 private, 2 public)
Vacating Position of Directors S.208(1(a)-(g))
resignation by notice
removal in accord with act/constitution
unsoundness of mind
death
retirement or vacate
disqualified SS.198-199
SECRETARY
in Re Maidstone case: court held that cosec handles administrative and not the management matters
S.235(1)- at least 1 secretary who shall be (a) natural person (b) 18 years & above (c) citizen or PR Malaysia & ordinarily reside in Malaysia
S.235(2) secretary shall be (a) member of a body set out on Malaysian Association of Company Secretaries (b) person licensed by commission under S.20G of Companies Commission of Malaysia Act 2001
S.235(4): salah kalau company tak ikut section ini
DUTIES OF COSEC:
1)lodge documents
kena lodge to Registrar of CCM
S.259: each financial year, statement & report
S.259(3): fail to lodge: every officer will be liable
S.68: duty to lodge co's annual return
2)issue notice of meeting
3) attend meetings when invited/ record minutes
S.3160 notice required for meeting
tapi cosec tak dikira as quorum & tak boleh vote
Appointment of Secretary
S.236(1) Board shall appoint secretary & determine the terms & conditions
(2) kena pilih within 30 days from incorporation
(3) tak boleh appoint unless
has consented in writing to be appointed as secretary
qualified under S.235(2)
not qualified under S.238
Can director be secretary at the same time?
NO
S.242: prohibited to act in dual capacity
Resignation of Secretary
-S.237(1) give notice to Board
S.237(3)(a): berhenti jadi cosec after 30 days bagi notice
macam mana kalau board tak boleh dihubung melalui cosec?
S.237(2) notify Registrar
S.237(b): berhenti after 30 days
S.237(4) not relieved from liability for any act or omission done before vacating office
Disqualification of Secretary
S.238(1)
(a) undischarged bankrupt
(b) convict whether in/outside Malaysia of any offence related to S.198
(c) berhenti jadi holder of practising certificated issued by Registrar under S.241
Removal of Secretary
S.239 board boleh remove cosec with terms of appointment or constitution
S.240 jawatan cosec tak boleh biar kosong lebih dari 30 hari
AUDITORS:
financial reports & account must be audited (to enable independent view whether account was prepared in accord with expected standard/framework)
S.263: only approved auditor may be appointed
S.22: Accountants Act 1967- auditor may practise only if registered as chartered accountant with MIA
Auditor kena present di AGM
but no duty to settle before due date of AGM
sebab takde proper documentation to verify certain transaction/lack of evidence
Case: Re Thomas Gerard (1967)
Pennycuick J: if director tak bagi masa untuk conduct investigation, audtiors kena refuse untuk buat report or buat appropriately qualified report.
tak boleh justify whether it is true or not sebab takde opportunity untuk investigate
report FS based on
:
S.266(2)(a)(i) true & fair view
S.266(2)(a)(ii) give true and fair view of company's affairs
kalau tak ikut accounting standard? S.266(b)
(i) kalau betul, kena provide opinion why
(ii) kalau salah, kena provide why
Right to access to accounting record
- kalau
detect
breach by co kena report Registrar of CCM S.266(8) in writing
Appointment of Auditor
S.264(5) have valid appointment, auditor consented in writing to act as auditor
S.267, S.271 each financial year kena appoint auditor
S.268, S.272 kalau fail to appoint, Registrar akan appoint sendiri
S.264: disqualified if...
unapproved by MoF
indebted > RM25,000 to same co
He/spouse is an officer of the co
partner/employer/employee of an officer
undischarged bankrupt
partner/employee of an employee of an officer
convict of dishonest/fraud where imprisonment is 3 months
Resignation
S.281 bagi notice & end in 21 days
Removal
S.276(1) by ordinary resolution of members
kena ada special notice
Powers & duties
S.266(1) shall report to members of financial statement & account
(a)public co, before AGM
(b) private co, circulated to members
Auditor immuned from liability?
(protect from any wrong) - S.288 provision in constitution of co to exempt any officer/auditor from liability is void