Liabilities of alternate director
Do you know that you are subject to the same directors’ liabilities under the Companies Act 2016 when you agree to act as alternate director? Anyone who consents to act as an alternate director should also understand the implication of doing so. Some points to note on alternate director: • …
Non-executive director’s appointment letter
The Institute of Chartered Secretaries and Administrators (ICSA)* published a guidance note on sample non-executive director’s appointment letter. The sample letter aims to provide an initial checklist of the elements a company intends to cover in its appointment letter and is not intended to be a prescriptive template. Although the …
CEO, CFO and COO are subject to directors’ duties
Directors’ duties are not limited to formally appointed directors. The definition of a “director” is not limited to a person who is formally appointed as a director. Whether a person is a director depends more on the person’s responsibilities than title. The definition of a “director” under section 2 of …
Directors’ and shareholders’ powers
Ever wonder which corporate actions require board of directors’ approval and which require shareholders’ approval? This depends on the division of management powers between directors and shareholders of a company. Sources of powers The main sources which set out and divide the management powers between directors and shareholders are as …
What to consider before appointing a director?
Prior to appointing a person as a director, check to ensure the person: 1. is at least 18 years old; 2. is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be appointed as a director; 3. has not been convicted of an …
Directors’ independence
Directors’ independence has been a key focus of the Securities Commission Malaysia (“𝗦𝗖”) and Bursa Malaysia Securities Berhad (“𝗕𝘂𝗿𝘀𝗮”) lately as can be seen from the following amendments or proposed amendments: 𝗥𝗲𝘃𝗶𝘀𝗶𝗼𝗻 𝘁𝗼 𝗠𝗮𝗹𝗮𝘆𝘀𝗶𝗮𝗻 𝗖𝗼𝗱𝗲 𝗼𝗳 𝗖𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗚𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 (“𝗠𝗖𝗖𝗚”) The SC issued the revised MCCG on 28 April 2021 which took effect …
Alternate director
Anyone who consents to act as an alternate director should also understand the implication of doing so. Some points to note on alternate director: An alternate director is subject to the same statutory and fiduciary duties as a director when carrying out his/her functions as an alternate. An alternate director …
Factors to consider for appointment of independent director
The following are some factors to consider when selecting candidates to be independent directors of a public listed company in Malaysia • Whether the proposed independent director complies with the requirements within the “independent director” definition in Chapter 1 of the Listing Requirements, read together with PN 13 of the …
CEO, CFO, COO are also “directors”
The definition of a “director” is not limited to a person who is formally appointed as a director. Whether a person is a director depends more on the person’s functions than title. The definition of a “director” under section 2 of the Companies Act 2016 is not exhaustive. It includes …
Who is fit to be a director?
The Companies Commission of Malaysia has brought charges against directors of companies in separate cases for acting as directors while being undischarged bankrupts.* The legislature does not prescribe the qualities and experience a person must possess before he is fit for appointment. However, the legislature does prescribe the categories of …