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Chapter 9 - Directors Chapter 10 - Auditors Chapter 11 - Secretary -…
Chapter 9 - Directors
Chapter 10 - Auditors
Chapter 11 - Secretary
AUDITORS
Qualification
Approved by the Minister of Finance Sec. 8(1)
Registered as a public accountant with the MIA
At least 21 years old
Fit and proper person
Disqualification
Owes more than RM2,500
Not a partner
Not an employer
Not an employee
Function
Case: Caparo Industries v Dickman & Ors
To protect the company from undetected errors
To provide shareholders with reliable intelligence
To exercise their collective powers
Power
Power to access
Power to report
Attend meeting
Appoinment
1st auditor – within 3 months
Sec. 172 (1) – in general meeting
DIRECTORS
Definition
Sec 4(1)
Occupying the position of director of a corporation by whatever name called
Directions or instructions are accustomed to act
An alternate or substitute director
Appointment
1st Director – AoA or MoA
No method – General meeting
Subsequent directors – AoA
Termination
Resignation
Retirement
Automatic vacation
Removal
SECRETARY
Qualification
Section 139A
Member of a professional body
Licensed by Registrar
Disqualification
Convicted of an offence
Bankrupt
Ceases to be member of a body
Ceases to be holder of valid license
Definition: Section 139 (1)
1 or more
Natural person
Of full age
Reside in Malaysia