Duties & Responsibilities of Directors

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Section 122. Directors.

(1) Every company shall have at least two directors, who each has his principal or only place of residence within Malaysia. (2) No person other than a natural person of full age shall be a director of a company. (3) The first directors of a company shall be named in the memorandum or articles of the company.
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Section 122A. Persons connected with a director.

(1) For the purposes of this Division a person shall be deemed to be connected with a director if he is (a) a member of that director's family; or (b) a body corporate which is associated with that director; (c) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which that director or a member of his family is a beneficiary; or

(d) a partner of that director or a partner of a person connected with that director.

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 (2) In paragraph (1) (a), "a member of that directors's family" shall include his spouse, parent, child (including adopted child and stepchild), brother, sister and the spouse of his child, brother or sister.

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Section 124. Qualification of director.

(1) Without affecting the operation of any of the preceding provisions of this Division, every director, who is by the articles required to hold a specified share qualification and who is not already qualified, shall obtain his qualification within two months after his appointment or such shorter period as is fixed by the articles. (2) Unless otherwise provided by the articles the qualification of any director of a company must be held by him solely and not as one of several joint holders.
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 (3) A director shall vacate his office if he has not within the period referred to in subsection (1) obtained his qualification or if after so obtaining it he ceases at any time to hold his qualification. Penalty: One thousand ringgit. Default penalty. (4) A person vacating office under this section shall be incapable of being reappointed as director until he has obtained his qualification.
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Section 126. Appointment of directors to be voted on individually.

(1) At a general meeting of a public company, a motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. (2) A resolution passed in pursuance of a motion made in contravention of this section shall be void, whether or not its being so moved was objected to at the time
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 (3) Where a resolution pursuant to a motion made in contravention of this section is passed no provision for the automatic reappointment of retiring directors in default of another appointment shall apply. (4) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
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Section 128. Removal of directors.

(1) A public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed.
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 2) Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
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 (3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so
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 (a) in any notice of the resolution given to members of the company state the fact of the representations having been made; and

(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company),
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 (5) A vacancy created by the removal of a director if not filled at the meeting at which he is removed, may be filled as a casual vacancy. (6) A person appointed director in place of a person removed shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the person in whose place he is appointed was last appointed a director.
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 (7) Nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section. (8) A director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.
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Section 129. Age limit for directors.

(1) Subject to this section but notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company

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 (3) Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that there was a defect in his appointment or that his appointment had terminated by virtue of subsection (2). (5) If any such vacancy has not been filled at the meeting at which the office became vacant the office may be filled as a casual vacancy.
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 (6) Notwithstanding anything in this section a person of or over the age of seventy years may by a resolution of which no shorter notice than that required to be given to the members of the company of an annual general meeting has been duly given, passed by a majority of not less than three-fourths of such members of the company as being entitled so to do vote in person or, where proxies are allowed, by proxy, at a general meeting of that company, be appointed or reappointed as a director of that company to hold office until the next annual general meeting of the company or be authorized to continue in office as a director until the next annual general meeting of the company.
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 (8) Nothing in this section shall limit or affect the operation of any provision of the memorandum or articles of a company preventing any person from being appointed a director or requiring any director to vacate his office at any age less than seventy years.

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Section 130. Power to restrain certain persons from managing companies.

(1) Where a person is convicted whether within or without Malaysia (a) of any offence in connection with the promotion formation or management of a corporation; (b) of any offence involving fraud or dishonesty punishable on conviction with imprisonment for three months or more; or (c) of any offence under section 132, 132A or 303,
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 and that person, within a period of five years after his conviction or, if he is sentenced to imprisonment, after his release from prison, without the leave of the Court is a director or promoter of or is in any way whether directly or indirectly concerned or takes part in the management in Malaysia of a corporation he shall be guilty of an offence against this Act. [Am. Act A21:s.13]

Penalty: Imprisonment for five years or one hundred thousand ringgit or both.
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