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DIRECTORS, Sec.231: Service contract of a director is referred toany…
DIRECTORS
Type of Director
A private company must have at least 1 director (S 196(1))
A public company must have at least 2 directors (S 196(4))
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Other type of director
- Managing directors
- Alternate director
- Associate/special director
- Nominee director
Duties of Director
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Sec 214
Business Judgment
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informed about the subject matter of the business judgment to the extent the director reasonably believes to be appropriate under the circumstances
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Sec 213
(1) director shall exercise his powers follow the Act, for proper purpose and in good faith in the best interest of the Company
(2) director shall exercise reasonable care, skill and diligence
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Qualification
Section 196(2)
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- A director shall be a natural person who is at least eighteen years of age.
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Section 218
Prohibitions for Directors and Officers
(Without the consent or ratification of a general meeting, directors and officers can't ...)
Use company property
to gain benefit for themselves or others, or to harm the company
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Service Contract
S232
If requested, the company shall provide the copy within 7 days from the date the request is received by the company.
Any officer who refuse the request for inspection will be liable to a fine <RM250,000 beside a Court order for an immediate inspection or send a copy to the person requiring.
Members with at least 5% shareholding are entitled to inspect and provided with a copy of the service contract on a payment at such fee.
IMPACT
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Public Companies will need to review their directors' service contract to see if appropriate term need to be made to confidentiality provisions to allow for inspection to be made.
Sec.231: Service contract of a director is referred toany contract where director undertakes personally,or through a third party, to perform service for PUBLIC COMPANY or its subsidiaries.
According to Sec.231&232, Company should notify Company should notify Registrar if the service contract is not kept at company's registered office. Also, company and officer who contravenes Sec.232 be liable of RM1 MILLION
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Sec.232: A public company shall keep and maintain a copy of their directors' service contract and make it available for inspection at its REGISTERED OFFICEfor at least A YEAR from DATE OF TERMINATION the or expiry ofnthe contract.
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