Company's Director and
Secretary
Section 2(1)- any person occupying the position of
director of corporation by whatever name called and
includes person in accordance with whose instructions
the majority of directors of a corporation are accustomed
to act or as an alternate or substitute director
Types of Director:
• Shadow Director, Alternate/ Substitute Director,
Executive Director, Non-executive Director, Managing
Director, Chairman of Director
Minimum Number:
• Private Company: 1 person [Section 196(1)& (4)]
• Public Company: 2 person
Qualifications Of Directors:
• Natural Person of 18 Years and Above, Not Unsound
Mind, Share Qualification, Not Restrained by the Court,
Consent in Writing and Declaration
Vacancy of Office:
• Section 208(2) - resigns with a written notice
• Section 205 – retired but is not re-elected
• Section 207 - removed from office or the company’s
constitution;
• Disqualified under sections 198–199, 213, 217, 218,
228 and 539
• Disqualified for failure to obtain share qualification;
• Unsound of mind
• Deceased; or
• Vacates his/her position according to the constitution
of the company
Removal of Director: Registration:
• Private Company(Section 206 [1a] )- can be • (Section 241)- a person qualified to act as a
remove if company no have constitution company secretary and intends to act as a
• Public Company(Section 206[2]) – can be company secretary is required to be register
remove through ordinary resolution and under this section.
appoint another for replacement
Qualifications of a Company Secretary (Section 235)
• a natural person;
Director’s Duties:
• 18 years of age and above;
• Fiduciary duty - Sec. 213(1)
• a citizen or permanent resident of Malaysia;
• Duty of Skill, Care and Diligence - Sec.
• must not be convicted whether within or outside
213(2)
Malaysia
• Business Judgement Rule - Sec. 214
• must not have any pending legal action against
• Reliance on Information - Sec. 215(1)
him/her under any provision of the Companies
• Delegation - Sec. 216
Act 2016.
Duties of company secretary:
• Years of experience:
• Familiarize with the provisions of the
❖ SPM/STPM(min 5 years)
company’s constitution;
❖ Certificate (min 3 years)
• Well-versed in the compliance of numerous
❖ Diploma (min 2 years)
statutory & regulatory bodies;
❖ Degree (min 1 year)
• Ensure correct procedures are followed and
adhered in accordance with company’s Disqualification to Act (Section 238)
constitution & CA 2016; • Section 198 - convicted either within Malaysia
• Able to advise the board and to ensure that or outside of Malaysia for any offence;
the interest of the board and members are • Section 241- he/she ceased to be the holder of a
well-protected ; certificate of practice issued by the Registrar of
• Compliance with statutory requirements Companies;
and advisory • Fails to act with honesty or commits improper
• preparing boards and members’ resolutions use while discharging his/her duties as a
and attending meetings company secretary,