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DIRECTOR, AUDITOR & SECRETARY - Coggle Diagram

- - - - To provide shareholders with reliable intelligence
      - To exercise their collective powers
      - To protect the company from undetected error
  - - - Obtained all required information and explanations
      - Proper accounting and other records have been kept by the company
      - The returns received from branch offices of the company are adequate
      - The procedures and methods used by a holding company or a subsidiary in arriving at the amount taken into consolidated accounts were appropriate.
  - - - 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.
- - - - Every company shall have at least two directors, who each has his principal or only place of residence within Malaysia.
      - In subsection (1), "director" shall not include an alternate or substitute director.
  - - - Occupying the position of director of a corporation by whatever name called
      - Directions or instructions are accustomed to act
      - An alternate or substitute director
  - - - Provided under the AoA.
    - - Complies with requirements.
      - Subject to sec. 122 (6).
    - - As specified in the AoA.
    - - Sec. 128(1) – Ordinary resolution.
      - Sec. 128(2) – Special notice.
  - - - Duty to act in good faith for the benefit of the company.
    - - No expressed regard to the interest of the company’s employees’.
    - - Must not exercise their power in contrary with the company interest even with the instruction from the shareholder.
    - - Must have regard the interest of the creditors especially in situation where the company is insolvent or nearing solvency.
  - - - Sec. 131
        
        not prevented from entering into a contract.
        
        Requirements: disclose to a meeting of the directors any interest, direct or indirect.
    - - Sec. 132(1)
        
        at all times act honestly and use reasonable diligence.
        
        Conflict of interest and improper 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.
    - - Re Smith & Fawcett
        
        Held: bona fide in what directors consider-not what a court may consider-is in the interest of the company.