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Duties & Responsibilitiesof 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 anemployee share scheme or pension scheme) under whichthat director or a member of his family is a beneficiary; or

(d) a partner of that director or a partner of a personconnected 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 thepreceding provisions of this Division, everydirector, who is by the articles required to hold aspecified share qualification and who is not

already qualified, shall obtain his qualificationwithin two months after his appointment or suchshorter period as is fixed by the articles.

(2) Unless otherwise provided by the articles thequalification of any director of a company mustbe held by him solely and not as one of several

joint holders.

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(3) A director shall vacate his officeif he has notwithin 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 sectionshall be incapable of being reappointed asdirector 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, amotion for the appointment of two or morepersons as directors by a single resolution shallnot be made unless a resolution that it shall be so

made has first been agreed to by the meetingwithout any vote being given against it.

(2) A resolution passed in pursuance of a motion

made in contravention of this section shall bevoid, whether or not its being so moved wasobjected to at the time

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(3) Where a resolution pursuant to a motionmade in contravention of this section ispassed no provision for the automatic

reappointment of retiring directors in defaultof another appointment shall apply.

(4) For the purposes of this section, a motion

for approving a person's appointment or fornominating a person for appointment shall betreated as a motion for his appointment.

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Section 128. Removal of directors.

(1) A public company may by ordinary resolutionremove a director before the expiration of hisperiod of office, notwithstanding anything in its

memorandum or articles or in any agreementbetween it and him but where any director soremoved was appointed to represent theinterests of any particular class of shareholders or

debenture holders the resolution to remove himshall not take effect until his successor has beenappointed.

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2) Notwithstanding anything to the contrary inthe memorandum or articles of the company,special notice shall be required of any resolutionto remove a director or to appoint some person

in place of a director so removed at the meetingat which he is removed, and on receipt of noticeof an intended resolution to remove a directorthe 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 atthe 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 arereceived by it too late for it to do so

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(a) in any notice of the resolution given tomembers of the company state the fact of therepresentations having been made; and

(b) send a copy of the representations toevery member of the company to whomnotice of the meeting is sent (whether before

or after receipt of the representations by thecompany),

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(5) A vacancy created by the removal of a directorif not filled at the meeting at which he isremoved, may be filled as a casual vacancy.

(6) A person appointed director in place of aperson removed shall be treated, for the purposeof determining the time at which he or any otherdirector is to retire, as if he had become a

director on the day on which the person in whoseplace he is appointed was last appointed adirector.

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(7) Nothing in subsections (1) to (6) shall be taken asdepriving a person removed thereunder ofcompensation or damages payable to him in respect ofthe termination of his appointment as director or of

any appointment terminating with that as director oras derogating from any power to remove a directorwhich 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 byreason of, any resolution request or notice of thedirectors or any of them notwithstanding anything inthe 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 adirector 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 hadterminated by virtue of subsection (2).

(5) If any such vacancy has not been filled at themeeting 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 ofor over the age of seventy years may by a resolution ofwhich no shorter notice than that required to be givento the members of the company of an annual general

meeting has been duly given, passed by a majority ofnot less than three-fourths of such members of thecompany as being entitled so to do vote in person or,where proxies are allowed, by proxy, at a generalmeeting of that company, be appointed or reappointed

as a director of that company to hold office until thenext annual general meeting of the company or beauthorized to continue in office as a director until thenext 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 adirector or requiring any director to vacate his

office at any age less than seventy years.

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S ti 130 P t t i t i

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Section 130. Power to restrain certain

persons from managing companies.

(1) Where a person is convicted whether within orwithout Malaysia -

(a) of any offence in connection with the promotion

formation or management of a corporation;

(b) of any offence involving fraud or dishonestypunishable 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 hisconviction or, if he is sentenced to imprisonment, afterhis release from prison, without the leave of the Courtis a director or promoter of or is in any way whether

directly or indirectly concerned or takes part in themanagement in Malaysia of a corporation he shall beguilty of an offence against this Act.

[Am. Act A21:s.13]

Penalty: Imprisonment for five years or one hundredthousand ringgit or both.

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