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DIRECTOR, AUDITOR & SECRETARY - Coggle Diagram
DIRECTOR, AUDITOR & SECRETARY
DIRECTOR
DEFINITION
- Sec. 4 (1) – Officer – 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
APPOINTMENT - First directors
- The Act requires that the first directors of a company be named in its memorandum or articles.
- A memorandum or articles of a proposed company must not be registered by the Registrar unless the memorandum or articles contain the names of at least two persons who are to be the first directors of the proposed company.
- Where the articles do not specifically deal with the method of appointment of the first directors, it is implicit that they could be appointed at a general meeting of members.
- The power to appoint subsequent directors is usually contained in the articles of a company and is normally exercisable by the company in general meeting.
- Resolution to appoint directors
- In the case of a public company, no motion for the appointment of two or more persons as directors by a single resolution may be made at a general meeting, unless a resolution that it shall be so made, has first been unanimously agreed to by the meeting.
- A resolution passed in contravention of this provision is void.
Qualification
- Natural person
- Share qualification
Termination- Resignation
- A director may, subject to section 122(6), if he so wishes, resign at any time so long that his resignation complies with the requirements of the articles.
- The articles of a company will normally list the events upon which the office of a director may become vacant and such events may include a resignation.
- Retirement
- Provided under the AoA.
- Automatic vacation
- As specified in the AoA.
- Removal
- Sec. 128(1) – Ordinary resolution.
Sec. 128(2) – Special notice.
SECRETARY
Section 139 (1)
1 or more
Natural person, Of full age, Reside in Malaysia
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Disqualification
Bankrupt
Convicted of an offence
Ceases to be member of a body
Ceases to be holder of valid license
Has to be present at all company meetings and recording minutes of the meeting. In this context, company meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not require a company secretary’s attendance.
Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register etc.
Ensure proper filing of all necessary returns with SSM such as annual return, forms etc.
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Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
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AUDITOR
The directors usually appoint the first auditors of a company within three months of a company’s incorporation. If the directors fail to do so, the company in general meeting may appoint them according to section 172(1).
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Section 172(2) provides that a company shall at each annual general meeting of the company appoint a person/s to be the auditor/s and shall hold office until the conclusion of the next annual general meeting of the company.
A company’s auditors must report to the members on the accounts required to be laid before the company in general meeting.
Qualification
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
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