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DIRECTOR - Coggle Diagram

- - - - Official Receiver
      - Court
  - - - May be re-appointed
      - Only with leave of the Court
- - - - As per section 196(2)
    - - Principal or any place in Malaysia
  - - - Did not specify minimum age
      - Requires "of full age"
    - - Requires director to be at least 18 years of age
      - Removes age limit of 70 years for public company directors
      - Removes age limit prescribed in section 129 of CA1965
- - - - Meetings can be held via:
        
        Audio, or
        
        Audio & visual
      - All directors must:
        
        Form a quorum
        
        Hear each other during the meeting
    - - Director present is assumed to agree
      - Unless the director:
        
        Expressly dissents, or
        
        Votes against the resolution
    - - Resolution in writing is valid if:
        
        Signed or agreed by all directors
        
        Directors are entitled to receive notice
      - Same effect as a board meeting
    - - If company has one director:
        
        Any contract made must:
        
        Be in writing, OR
        
        Recorded in minutes of directors’ meeting immediately after
    - - Notice must be sent to every director
      - Applies to directors in Malaysia
- - - - Managing Director (MD)
      - Executive/Non-Executive/Independent
      - Alternate/Substitute Director
      - Shadow Director (De facto control)
      - Nominee Director (Represent Stakeholders)
    - - Board Resolution
      - Director's Consent to Act
      - Disclosure Forms (Interest, Qualifications)
      - Company Constitution/Articles
    - - Identification: Nomination (Board/Committee)
      - Selection: Due Diligence, Fit & Proper Test
      - Approval: Board Resolution Signed
      - Consent: Director signs formal consent
      - Filing: Submit forms (e.g., M&A, ROC/SSM)
      - Public Notice (if required)
    - - Vacancies (Resignation, Removal, Death)
      - Directors duties
      - Remuneration
    - - By Board Resolution (often for casual vacancies)
      - By Shareholders (AGM/EGM)
      - By Promoters/Founders
      - By Government/Institutions (Special Cases)
      - Rotation (Statutory Requirement)