MaxineKhoo

Section 221 of the Companies Act 2016 requires every director who is in any way, directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of the interest at a board meeting as soon as practicable after the relevant facts are known. Failure to disclose is a criminal

Under section 17A of the Malaysian Anti-Corruption Commission Act 2009, a commercial organisation commits an offence if a person associated with it corruptly gives or offers gratification to obtain or retain business or an advantage for the organisation. Critically, where the organisation is liable, its directors, controllers, officers and management are deemed personally liable unless

Section 228 of the Companies Act 2016 prohibits a company from entering into an arrangement or transaction of ‘requisite value’ to acquire from, or dispose of to, a director, substantial shareholder, or person connected with them, any non-cash asset — unless prior shareholder approval is obtained at a general meeting. The interested person must abstain

Under section 230 of the Companies Act 2016, the fees of directors of a public company (and benefits payable to them) must be approved by shareholders at a general meeting. For a private company, the board may approve fees and benefits, subject to the constitution, but members holding at least 10% may object, and payment

Under section 227 of the Companies Act 2016, a company may not make any payment to a director as compensation for loss of office, or as consideration for retirement, unless particulars of the proposed payment are disclosed to members and the payment is approved at a general meeting. A payment made in breach is deemed

The Companies Act 2016 contains no general power to suspend a director from office. A suspension is only lawful if it is grounded in the company’s constitution, a shareholders’ resolution contemplated by the constitution, or — in the case of an executive director — the terms of their service contract. Purported suspensions without such a

A director of a Malaysian company may generally resign by giving written notice to the company, and the resignation takes effect in accordance with the constitution or the terms of the notice. However, under section 208 of the Companies Act 2016, a director cannot resign or vacate office if doing so leaves the company without