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Mind Map C4

This document summarizes key information regarding directors, company secretaries, and their duties under Malaysian company law. It outlines the definitions, qualifications, appointment and removal processes for directors and company secretaries. The duties of directors include fiduciary, care and diligence, business judgment rule, and reliance on information. Company secretaries must be familiar with the company's constitution, ensure compliance with statutory requirements, and advise the board. The qualifications, disqualifications, and registration requirements for company secretaries are also provided.

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黄美心
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309 views1 page

Mind Map C4

This document summarizes key information regarding directors, company secretaries, and their duties under Malaysian company law. It outlines the definitions, qualifications, appointment and removal processes for directors and company secretaries. The duties of directors include fiduciary, care and diligence, business judgment rule, and reliance on information. Company secretaries must be familiar with the company's constitution, ensure compliance with statutory requirements, and advise the board. The qualifications, disqualifications, and registration requirements for company secretaries are also provided.

Uploaded by

黄美心
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Company's Director and

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

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