Director

1. Who is director?
- Section 2 of Company Act 2016: Director includes any person occupying the
position of director of a corporation by whatever name called (refers to director
chosen officially and chosen not officially- de facto dircetor) and includes a person in
accordance with those directions or instructions the majority of directors of a
corporation are accustomed to act (shadow director) and an alternate or substitute
director.
* shadow director: a person who takes on the duties of a director but isn't officially
listed or appointed to the board. He acts as an alternate for a standard director and is
responsible for filling in when the actual director cannot fulfill their duties.
- this means position of director can be in other named eg executive, manager,
administrator
- conclusion: director - official director (in whatever name), de facto director, shadow
director, alternate director (difference with shadow director? He is named in board)

- Section 210- Director includes chief executive officer, chief financial officer, chief
operating officer or any other person primarily responsible for the management of
the company.

2. Types of director
Officially elected directors
1. Managing director
- Definition in Shirlaw v Southern Foundries Ltd
A director to whom the board, being empowered to do so by the company’s
memorandum, delegates its power of management, and its delegation is usually made
subject to the overriding authority of the board. Management here means management
of the company’s business, or part of it as the case may be. There is no delegation of
the remaining powers of the board. Such important matters as (to take a few examples)
the financial policy of the company, the dividends to be declared and the issue of new
shares are all reserved to the board.
2. Executive directors
- Full time workers, receiving fixed salary. Its election usually comes with service
agreement which elaborates on the terms and condition of election which includes the
period of election, salary and tasks.
- Main responsibility- carry out daily management of the company’s business, carry
out company’s policy, communicate with other senior directors in regards of the
strategy and policy applied for the Board of Directors (BOD)

3. Non-executive directors
- Do not involve directly with the company’s management, involvement is part time
only
- take part in BOD’s meeting or Committee of BOD’s meeting
- provide unrestricted/neutral opinion to BOD

4. Governing directors
- Normally exist in private companies
- Power to choose governing directors given by memorandum

5. Alternate or substitute directors

- CA2016 do not discuss abt this type of director
- its election can only be done if company’s memorandum allows
- entitled to receive notice for BOD meeting and vote in BOD meeting

6. Nominee directors
- Director chose to represent the interest of shareholders or creditors in BOD
- S217: Nomiee directors’ responsibility is to act for the company’s interest. If there is
contradiction between their responsibility towards people who elected them vs
company’s interest, company’s interest should be prioritized

7. Independent director
- A non-executive director
- Not involved in company’s management and business as it is feared that he will be
affected when giving independent judgement or affected for its ability to act for
company’s best interest
- Based on Bursa Securities Listing Requirements (BSLR) :
An independent director is one:
--Who is not an executive director of the said corporation;
--Has not been within the last 2 years and is not an officer (except as a non-executive
director) of the said corporation;
--Is not a major shareholder of the corporation;
--Is not a relative of any executive director, officer or major s/holder of the corporation.
--not acting as nominee or representative of any executive director of majority
shareholder
- Tasks of independent director:
-- to evaluate and monitor the process of decision making in a company
-- to provide objective and positive contribution to company
-- to cause influence for the company’s interest with his presence in the company
-- to provide neutral view and judgement in regards of contradict issues
--to carry out the functions provided in the Listing Requirements for Listed Companies

Unofficially elected directors

1. De facto directors
- takes part in company’s management, normally happen to directors who involve
directly in company’s management even though he stopped being a director
- controls the company no matter he present himself as a director or not

2. Shadow director
- A person where his commands are followed by company director even though he is
not elected officially by the company
- can be an artificial person (not a human)/ company
- Re A Company (Ex parte Copp)
A bank was held to be a shadow director of a company because the bak had used its
power and status as debenture holder to exert pressure on the BOD
- Re Hydrodam (Corby) Ltd
A holding company was held to be a shadow director to its subsidiary company.
Difference of de facto director and shadow director is: DF director presents or claims
 himselfs to be the company’s director, Shadow director do not present or claim
themselves to be the company’s director

3. Requirement of director for a company

S196(1)(a)- private company must have at least 1 director
S196(1)(b)- public company must have at least 2 director
S196(3) - a director is not allowed to quit his position if him doing so will cause the
minimum amount of director as being required in S196(1) not being reached.

4. Election of director
S201- need to gain consent from the person in order to elect him as director (through
writing + declaration)
S202(1) - election of first director- A person named as a director in an application for
incorporation of a company shall hold office as a director from the date of
incorporation until that person ceases to hold office as a director in accordance with
this Act.
- Election of first director done by company’s promoter. Promoter can elect themselves
or their representatives to become first director
S202(2)- subsequent directors elected through ordinary resolution (see S291 for
ordinary resolution definition)
S202(3) - gives power to BOD to elect additional directors (subject to company memo.)

4.1 Election of public company director

S203- every elected director must be voted individually in different resolutions, cannot
vote it in same resolution unless company members/shareholder agree before it to elect
the directors in one resolution (example: company wants to elect 2 directors, then must
vote for 1 director in 1 resolution, cannot choose 2 together in 1 resolution)

4.2 Conditions to become director

S192(2) - natural person, at least 18yo
S196(4)(a) - lives in Msia or have principle place of residence
S196(4)(b) - does not include alternate or substitute director
 4.3 Loss of qualification as director
S198 - 5 situation to loss qualification
(a) Bankrupt, unless obtain leave from Official Receiver according to S198(3)
(b) Convicted for offence related to promotion, formation or management of company
(c) Convicted for offence related to bribery, fraud or dishonesty
(d) Ofeence under s.213, 217, 218, 228 & 539
(e) Disqualified by court under S199
**(b)-(e): still can become director if obtain leave from court (S198(4)-(6))
S200- Registrar have right to remove name of disqualified director

5. Director fees (salary, compensation for loss of job)

- S230(1) - payable if approved in general meeting (apply to public company, listed
company, subsidiary company
- S230(2) - for private company, BOD can approve the fees, subject to memo.

6. Retirement of director
S205(1)- this section will apply unless company constitution got provide for retirement
of director

6.1 Public Company

S205(3)- (a) first director have to retire at the conclusion of first general meeting (but
company constitution can rule different than this means doesn’t necessarily have to ikut
this), and (b) at the AGM in every subsequent year, 1/3 of the directors/ number nearest
to 1/3 (if number of directors is not three of multiply of three) shall retire from office at
the conclusion of the meeting.
S205(4) - who should retire
S205(5) - retired director can be elected again as director
S205(6) - 可以空降 director, retired director can be re-elected if he volunteers unless in
the meeting it is resolved not to fill in the vacated position of director or a resolution to
re-elect the retired director has failed.
 6.1 Private Company
S205(2) - private company can determine retirement of director by themselves
according to S297

7. Removal of directors
- A director can be removed before the end of his tenure

7.1 Public Company

S206(1)(b) - public company applies this section
S206(2) - removed through ordinary resolution
S206(3) - special notice required to call for resolution to remove director
S207(1) - copy of notice have to send to the involved director
S207(2) - the director have right to make oral/writing representation
S207(3) - written representation - involved director can request director to send copy of
the representation to the members unless situation in (a) and (b) happens
S207(4) - if written representation not sent to members, involved director can request
the rep. to be read to the members.

7.2 Private Company

S206(1)(a) - depends on company’s constitution, done through ordinary resolution
S207(7) - private company can apply procedures in S207
S227(1) - not lawful to compensate directors that are removed unless the payment is
disclosed to the members, resolution was passed to pay the compensation. If this
payment unlawfully made, director considered to hold the money on trust for company.

8. Director’s status in company - fiduciary

- Director have fiduciary status towards company, he’s in a position as turstee
- Thus have the duty to act loyal, in good faith and have to avoid conflict of interest, and
cannot earn benefit from such a position.
8.1 Company’s interest?
- Company is a commercial entity, does shareholder’s interest=company’s interest?

Gaiman v National Association for Mental Health

The phrase ‘interests of the company as a whole’ meant the interests of “present and
future members of the association, as a whole.

Heron International Ltd v Lord Grade - When director have to make judgement
between bidders, company’s interest is the interest of available shareholders.

Company’s interests vs group’s interests

Charterbridge Corp v Lloyds Bank
Each company and the group is a separate legal entity, and the directors of a particular
company are not to entitled to sacrifice the interest of that company. This becomes
apparent when one considers the case where the particular company has separate
creditors.

Interests of employees
Parke v Daily News
Paying compensation to employees after the discontinuing of a business is not fostering
any employee/employer relationship and hence, not an act for the interest of the
company..

Interest of creditors
Walker v Wimborne:
Each company is a separate and legal entity and it is the duty of the director to look after
the interests of its own company. At times when the company is insolvent or
prospectively insolvent, the company’s assets must not be dissipated but be ensured
available to meet the claims of creditors.
 Action taken for group’s benefit =/= not for company’s interest?
Equiticorp Financial Services v Equiticorp Financial Services
It does not mean that a transaction undertaken for the benefit of a group can never be in
the interests of the member of the group. There may be ‘derivative benefits’ if a parent
assists its subsidiary – what is required is that the transaction be judged according to the
interests of the parent.

When a transaction is not objectively for company’s interests, a judge may

infer that the directors were not acting honestly.
Chem Tat Pang v PP
If directors take risks which no director could honestly believe to be taken in the
interests of the company, such actions could well support allegations that the directors
in question had acted in breach of their fiduciary duties to the company.

8.1 Conflict of interest?

-Director’s duty and interest should not conflict with each other
- Rule: If director obtains a benefit from his positions and there is a conflict of interest,
he is accountable for that benefit unless he disclose abt it and obtain approval from the
company. (Means got conflict doesn’t mean breached his fiduciary duty, but if he fails
to disclose it to company members and obtain approval from them, then it is only breach
of duty)

-Selangor United Rubber Estates v Craddock

Directors are trustees of their company’s property, in the sense that such property may
only be used for the specified purposes of the company.

1. Property
- Paul A Davies (Aust) Pty Ltd v Davies
A director suggested to set up a new business after the car dealer business declined. He
purchased properties in the name of director. However, half of it was paid using
company’s money in the form of interest-free loan to the director, while the other half was
through the loan provided by bank to the director. When the company was winded up,
liquidator demanded the properties from the director and argued that the properties were
held by the director as trustee for the company. This argument was supported by court.

Voo Nyuk Fah @ Peter Tawau City Motors Sdn Bhd v Lam Yat Kheong & Anor
There are two types of business run by the plaintiff company which are selling used and
new cars, and logging. Due to the reason that the company faces financial problem, the
director agreed to pledge (cagarkan) the tractors to obtain loan. This was done by pledging
the tractors to Syarikat City Motors Lahad Datu. Court held that the tractors were used for
refinancing purpose and there is no consent from the shareholders that the tractors were
sold to City Motors. Thus, the director of plaintiff company was held liable because he
used the tractors as his own property.

- Tay Choo Wah v PP

Directors who misappropriate the property of a company or organisation they are
entrusted with are liable for a more serious offence, which is Criminal Breach of Trust
under the Penal Code.

2. Info
- S218(1)(a) - improper use of company’s property (property- property, info, position,
opportunity, business compete with company)
Boardman v Phipps
Lord Hodson and Lord Guest: information can constitute as property in appropriate
circumstances and in the current case, where the confidential information acquired can be
regarded as corporate property.

- Electro Cad Australia Pty Ltd v Metaji Rcs Sdn Bhd

Plaintiff company had developed a device that allows car owners to stop their cars from
being driven away by simply dialing a certain number.Without the knowledge of the
company, the defendan had used such info to develop an identical product. Court had
ordered the defendant to return any document related to the said product to the plaintiff
company and pay compensation
3. Use of his position to obtain profit for himself
Furs Ltd v Tomkies
No director shall obtain for himself a profit by means of a transaction in which he is
concerned on behalf of the company unless all the material facts are disclosed to the
shareholders and it was approved by all the shareholders or by resolution a general
meeting. A director would be considered holding an undisclosed profit which he derives
from the execution of his fiduciary duties on behalf of the company as constructive trust.

Regal (Hasting) Ltd v Gulliver

The Court held that a director is in breach of his duties if he takes advantage of an
opportunity that the corporation would otherwise be interested in but was unable to take
advantage. The breach could have been resolved by ratification by the shareholders, but
those involved had neglected to do so. Thus, the directors are held accountable for the
profits they earned in the course of execution as the company’s directors.

Peso Silver Mines Ltd v Cropper

If no personal or ulterior motive was involved, the profit gained is not regarded as by
reason he was a director.

- business compete with company

- Personal Automation Mart Pte Ltd v Tan Swee Sang
Defendant is a director and shareholder of the plaintiff company. Plaintiff is a company
running computer retail business. Plaintiff claimed that defendant had breached his
fiduciary duty while being the general director of a laptop selling project. The project has
been taken over by another company which the defendant was involved in it. The court
ruled that the director cannot take advantage of the business belonging to the company.
The defendant breached his duty to the company when he set up a company to compete
with the plaintiff company.

Boulting v Association of Cinematograph, Television and Allied Technicians

The holding of cross-directorships is not per se a breach of fiduciary duty.
 - Defences?
Hely Hutchison v Brayhead Ltd
Lord Denning MR: non-disclosure renders the contract voidable at the instance of the
company and makes the director accountable for any profit.
- Company may waive the breach in advance or may subsequently ratify. (means the
breach by director can still be valid if it is allowed before or after the breach)

9. Director’s duties
Common Law - who? directors, senior executives. Duties: Duty to act in good faith in the
interest of the company, Duty to act for a proper purpose, Duty to retain discretion, Duty to
prevent conflict of interest

Statutory duty (CA 2016) -who? person within the scope of director.
Duty: S213 - (1) exercise power in accordance with CA2016, good faith for company’s
best interest, and (2)(a) exercise reasonable care, skill and diligence with the knowledge,
skill and experience which may be reasonably expected and (2)(b) any additional
knowledge, skill and experience.

- Norman v Theodore Goddard

- S213(2) codified this case’s principle
- Principle: When a person is performing duties as an executive director, he must
implement the knowledge, skills and experience that he actually has and that is expected
from the person holding the position of executive director.

- Lexi Holdings Plc (In Administration) v Luqman

- A director was held to breach his duty of care as he failed in revealing the fact that his
brother who is also a director in the company had been convicted for fraud. His brother
had misappropriated the company’s money. Court held that if this maater is revealed,
the issue of misusing company’s money would not have happened. (The additional
knowledge in this case is the fact of brother convicted for fraud)
9.1 Director’s duty of care and skill, diligence, delegation and reliance
- requires the minimum standard to be measured that the director has as compared to the
responsibilities of other directors
- the actual skill and experience of the particular director will be used as a yardstick to
determining the higher standard of care.- any additional knowledge , skill and experience
- 4 categories of duty: care and skill, diligence, delegation and reliance

Re City Fire Equitable Insurance – ( lower standard)

- Need not exhibit in the performance of his duties a greater degree of skill that may be
reasonably expected from a person of his knowledge and experience
- Not required to give continuous attention to the affairs of the company and his duty
arises intermittently while performing his functions at board meeting
- Delegate his duties – in the absence of grounds of suspicion, the director is justified in
trusting the official ( to whom his duties were delegated) to perform such duties honestly

- Re Brazilian Rubber Plantations and Estates Ltd

Reasonable care must be measured by the care an ordinary man might be expected to take
in the same circumstances on his behalf.

- ASIC v Doyle
Whether a director has exercised a reasonable degree of care and diligence can only be
answered by balancing the foreseeable risk of harm against the potential benefits that the
company could reasonably expected to accrue from conduct in question.

- Daniels v AWA Ltd (IMPORTANT)

Issue: Does Common Law impose a duty of care on directors in relation to their company?
Held: Yes, breach of this duty of care would cause the directors liable for negligence. A
director owes to the company a duty to take reasonable care in the performance of the
office.

Four duties:
(i) Must acquire basic understanding of the business of the company and must be familiar
with fundamentals of the company business
(ii) Under a continuing obligation to keep informed about the activities of the company
(iii) Not required to carry out detailed inspection of day to day activities, but what is
required is a general monitoring of the company’s business – director should attend board
meeting regularly
(iv) Not required to audit the company’s book , but they should maintain familiarity with
the financial status of the company by a regular review of financial statement

- Re Smith and Fawcett Ltd

Where a director is required to act bona fide in the interest of a company, he must act
according to what he considers, not what a court may consider, is in the interest of the
company.

- The directors are the ones to determine what is the best for the company as a whole (not
to specific shareholders)
- Whether or not duty has been discharged - case by case
- Director need not possess any particular skill but if has professional and experience
(example as an accountant) must be judged based on the skill that can be reasonably
expected from an accountant (objective test). Other skill are expected will depend upon
the type of position and responsibilities held by the director .
- Example: S540: responsibility for fraudulent trading. This imposes a personal
liability upon officers who were knowingly parties to the company contracting the debt
while it was insolvent – duty of care and diligence: continuous monitoring financial of
Company

Intrico Pte Ltd v Multi-Park Singapore

Thean J :The test whether the directors have acted bona fide for the interest of the
company is whether an honest and intelligent man in the position of the directors, taking
an objective view could reasonably have concluded that the transactions were in the
interests of the company.

Re W & M Roith
A director who owns large amount of shares in the company had contracted with the BOD
to provide the retirement money to his wife because he is terminally ill. Court held that
the contract is void because BOD did not act in good faith for the company’s interest but
for the director’s wife.

The Proper Purpose Doctrine

- How to determine whether director had exercised his power for the right purpose?
Court will look into two matters: (i) purpose of the power given; (ii) real purpose that
caused the power to be exercised (by director/BOD)
Example: Company constitution gave power to BOD to issue shares?
- Purpose of power given: to increase company’s capital
- Real purpose that caused the power to be executed?

Howard Smith Ltd v Ampol Petroleum Ltd (IMPORTANT)

Court:
-Issuing share with the purpose of vanishing available majority and create new majority is
considered as an example of improper exercise of power. The issue of shares was within
power and for the company’s best interest but that it was exercised for an improper
purpose.
- Powers must be exercised to achieve some corporate purpose.
- (conflict of interest): If a director acts to further his interests, he will not be permitted to
assert that his action was bona fide thought to be, or was, in the company’s interest.

Mills v Mills
Directors of a company are fiduciary agents, and a power conferred upon them cannot be
exercised in order to obtain some private advantage or for any purpose foreign to the
power.

Re Duomatic Ltd
It was held that a compensation made for loss of office to an ex-director was a payment
that the company could not lawfully make. The directors responsible for making the
payment were liable on the grounds of misapplication of the company’s funds, even
though the directors concerned had acted honestly, out of ignorance of the law.

Darvall v North Sydney Brick & Tile

Directors may have multiple purposes for reaching a particular decision, which the court
must determine whether the complainant has shown that the substantial purpose of the
directors for the conduct impugned was improper or collateral to their duties as directors
of the company. The court must determine whether but for the allegedly improper or
collateral purpose, the directors would have performed the act which is impugned.

***But for test: It is a test that asks whether the plaintiff's harm would have occurred
anyway, regardless of the defendant's actions. If the answer is yes, then the defendant's
conduct is not the cause of the plaintiff's harm, and the defendant is not liable. If the
answer is no, then the defendant's conduct is the cause of the plaintiff's harm

Mohan A/L Paramsivam v Sepang Omnibus Co Sdn Bhd

Court: It is a proper exercise of power when the director was reluctant to register the
transfer of share in the name of appellant in order to comply with the government’s policy.

- Common Law in Statutory Duties (CA2016)

(i) To act for a proper purpose in good faith in the best interest of the company - S213(1)
duty of good faith, S218 ( prohibition against improper use of company property- property,
info, position, opportunity, business compete with company)
(ii) To act with care, skill & diligence - s.213(2), s 539 and s530 ( liability for failure to
keep proper accounts , fraudulent trading)
(iii) Directors’ reliance on information provided by others must be made on reasonable
good, in good faith and after making independent assessment - s215 (reliance on
information provide by others. Reliance on a specified person must be made on reasonable
grounds, in good faith and after making independent assessment of the information.
Passive acceptance of info can cause directors liable for breach of duty of care, skill and
diligence)
(iv) Duty to avoid conflict of interest – prohibition of loan to directors ,persons connected
to directors- S224 , S225 (loan to director, prohibit loan to persons connected with
director)
- Business Judgement Rule
- S214: A director is considered to make business judgement according to Common Law
and equity if he:
(a) Make it in good faith
(b) Don’t have material personal interest in the judgement
(c) Is informed about abt the business’s subject matter and reasonably believes it to be
appropriate
(d) Reasonably believes it’s for company best interest
**See Re City Equitable Fire Insurance, AWA Ltd v Daniels

- Business judgement rule is applied to disinterested directors making business decisions

in good faith, informedly for the furtherance of the company’s interest. Business decision
cannot trigger liability just because of a negative outcome.

- Delegation of Power
-S216: Directors may delegate any power of the Board to any committee of the Board,
director, officer, employee, expert or any other person, and they have to be responsble for
the delegatee’s act (as if he have done the acts)

- Re Bradcrown Ltd
Upholds the principle that a director cannot release his responsibility just because he had
delegated someone else to carry out his tasks.

- Jurong Readymix Concrete Pte Ltd v Kaki Bukit Industrial Park Pte Ltd
A finance director who depend on professional advice without doing his own free
judgement was held not qualified to be a director.

- Exception: S216(3): if director reasonably believe that the delegatee will exercise his
power accordingly and the director had in good faith and made propery inquiries to make
sure the delegate is reliale and competent.

- S217: responsibility of nominee directors- they must act in the best interest of company,
not nominator
- S222 (interested director not to participate/vote), S228 (Transactions with directors,
substantial shareholders or connected persons- related parties): Companies are prohibited
from carrying into effect any transactions with ‘related parties’.
For Public companies, only uninterested shareholders can participate/vote
For private companies, interested shareholders can participate/vote if shareholders agree
- S197 - explains who are the persons connected with director, and a director is considered
to have control over a corporate under the three circumstances

9.2 Disclosure of Interest

- S221: Interest on contracts, proposed contracts, property, offices etc.
- Non-Conflict rule: a fiduciary is not allowed to place themselves in a position where
their personal interest, or interest in another fiduciary capacity, conflicts or may conflict
with their duty.

Aberdeen Railway Co v Blaikie Bros

A railway company whose director was a partner in a partnership. He entered into a
contract with the partnership for the supply/purchase products (equipment). Held: The
company (Aberdeen Railway Co) could avoid the contract even though the terms were
fair. The directors’ duty was strictly applied.
Lord Cranworth: no fiduciary is allowed to have “a personal interest conflicting, or
which possibly may conflict, with the interests of those whom he is bound to protect.

Industrial Development Consultants Ltd v Cooley

- Mr Cooley was an architect employed as managing director under a company group
named IDC. The Eastern Gas Board had a lucrative project pending, and the board did
not want to contract with IDC but instead they want contract with Mr Cooley directly. Mr
Cooley then told IDC that he was unwell and wish to resign from his job, and IDC
approved his resignation. Mr Cooley then undertook the project of the Eastern Gas Board
on his own account. IDC found out abt it and sued Mr Cooley for breach of his duty of
loyalty.
- Court: Even though there was no chance of IDC getting the contract, if they had been
told they would not have released Mr Cooley. Mr Cooley was held accountable for the
benefits he received. This is because he was still in the capacity as managing director
under IDC when he received the information in regards of the contract with Eastern Gas
Board, and all information which came to him should have been passed on.

S221(10): failure to disclose interests- contract is voidable

S222: interested director not to participate/vote

9.3 Loan to Directors

- S224(1): (a) Company is prohibited from providing loan to directors, (b) Stand as
guarantor or provide security for loans to director by any third party

- S224(2)- 4 Exceptions:
(a) Exempt private company
(b) Funds for director who spend money for purpose of company/ purpose enabling him to
perform his duty as an officer of the company
(c) Provide housing loan for director who is engaged in full-time employment
(d) Any loan to a full-time employed director which is approved in general meeting

-S224(4): If there is no prior approval given under subsection (2), the company can
approve to provide loan or become guarantor:
(a) at or before the next AGM (public company): or
(b)within six months from the making of the loan, the entering into any guarantee, or the
provision of any security (private company)

9.4 Rights of directors of listed companies

Bursa Securities LR:
1. Obtaining full and unrestricted access to any information pertaining to the listed issuer;
2. Obtaining full and unrestricted access to the advice and services of the company
secretary; and
3. Obtaining independent profesional or other advice
 10. Company Secretary
- Every company is required to have at least one secretary. But not mandatory at the point
of incorporation
- Requirement: Natural Person, at least 18 yo, Malaysian/ got Malaysia PR who must
reside in Malaysia
- Qualification: members of prescribed bodies; or persons licenced by the Commission.
- The licensing procedures is under the jurisdiction of the Commission and to be governed
under the Companies Commission of Malaysia Act 2001.

11. BOD
- Section 2 - definition of Board: (a) directors of the company who number not less than
the required quorum acting as a board of directors; or (b) if the company has only one
director, that director.
- Required quorum not stated in CA2016. Malaysian Code on Corporate Governance:
at least 1/3 of BOD must consist of minimum 2 independent directors
- need to include non-executive directors
- a balanced BOD consist of executive directors, non-executive directors esp.
Independent directors
- S211- function of BOD, S212- proceedings of Board governed under Third Schedule
- BOD and members in general meeting are company’s administration organ

12. Remedy for breach of duty

- cuz this part slide only give case name no explanation no elaboration so I think not
important la
Shareholders: S346: apply relief for oppression or unfair discrimination, and apply for
company’s mandatory winding up

Company: Claim compensation, ask the director to bear responsibility for the incomes he
earned, termination of contract, return of acquired company