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DIRECTOR by Mind Map: DIRECTOR

1. NUMBER OF DIRECTORS

1.1. Section 122(1) of Companies Act

1.1.1. must have at least two directors

2. REMOVAL OF DIRECTORS

2.1. Section 128

2.1.1. remove a director before the expiration of period in office in public companies.

2.2. Section 128(2)&(3) of Companies Act 1965

2.2.1. must give special notice to the director within 28 days for defense himself both

2.3. Table A, Article 69 and most AOA of private companies

2.3.1. provide for the removal of directors by ordinary resolution .

3. DIRECTOR DUTIES

3.1. Loan to directors

3.1.1. Section 133 of Companies Act-A Company shall not make a loan to a director.

3.1.1.1. Exceptions-Funds incurred for the purposes of the company

3.2. Loan to persons connected with directors

3.2.1. Section 133A(1)- Company is generally prohibited from making loans

3.2.1.1. Exceptions-Section133A(2)-Loan for subsidiary or holding company

3.2.2. Section 122A of Companies Act-Director’s family; or a body corporate which is associated with that director

3.2.3. Section 122A(2) of Companies Act-Directors’s family” shall include his spouse, parent, child

3.3. Types of director's duties

3.3.1. Fiduciary duties

3.3.1.1. Duty to exercise power in good faith and in the interest of the company

3.3.1.1.1. Case:Re Smith& Fawcett Ltd(1942)

3.3.1.1.2. Case: Re W & M Roith Ltd (1967)

3.3.1.2. Duty not to make secretprofits

3.3.1.2.1. Case: Cooks v Deeks (1916)

3.3.1.3. Duty to avoid conflict of interest

3.3.1.3.1. Case:Avel Consultant Sdn Bhd v Mohd Zain Yusof & Ors (1985)

3.3.1.4. Duty to act for proper purpose

3.3.1.4.1. Case: Howard Smith Ltd v Ampol Petroleum Ltd (1974)

3.3.1.5. Remedies for breach of fiduciary duties

3.3.1.5.1. sue for damage or for the return of specific property

3.3.1.5.2. claim any secret profit

3.3.1.5.3. the exercise of power declared to be invalid

3.3.2. Duties of skill,care and diligence

3.3.2.1. Section 132(1A)-Duty and liability of officers

3.3.2.2. Section 132(1B)-Business judgment

3.3.2.3. Section 132(1C)-Director may rely on information, professional or expert advice etc.

3.3.3. Statutory Duties

3.3.3.1. Section 132C-Approval of company required for disposal by directors of company’s property

3.3.3.2. Section 132D-Approval of company required for issue of shares by directors.

3.3.3.3. Section 132D(6) of Companies Act-Any issuance of share contravenes this section is void by virtue.

3.3.3.4. Section 142-Hold general meeting and forward statutory report

3.3.3.5. Section 144-Convening of extraordinary general meeting on requisition

3.3.3.6. Section 154-Lodge with the registrar resolutions and agreements

3.3.3.7. Keep minutes of proceedings

3.3.3.8. Keep accounting records-explain transactions and financial position

3.3.3.9. Lay down at AGM-profit and loss account, balance sheet and directors’ report