This document discusses the types and roles of company directors under Malaysian law. It outlines that there are executive directors who are involved in day-to-day management, and non-executive directors who provide independent oversight and advice. Other types discussed include alternate, shadow, de facto, associate, and nominee directors. The document also covers the minimum and maximum number of directors required, qualifications for director appointments, resignation and removal procedures, and the fiduciary duties of directors to act in the company's best interests.

2. DIRECTORS
Made by:
Younus alam dia111079
nyan htet htut dia 112002

3. `

4. Executive Director
Non-Executive Director
Alternate
Shadow
De Facto
Associate
Nominee
TYPES OF DIRECTORS:

5. ` Executive director
A person who is a member of the board,
full time employee and involved in day-
to-day management of the firm.

6. A non-executive director

7. What is the logic
behind appointing non-
executive directors
from out side the
Company ????

8. They can bring
an independent
voice
Could help
the board to
take better
decisions

9. Alternate or substitute director:

10. not actually appointed as a
director
Shadow director:
person in agreement who follows
directions or instructions, which the
actual director of the company are
adapted to act. Section 741(2) of
Companies Act 1985

11. De Facto
Not appointed or
who is disqualified
But act as a director

12. Associated director

13. Nominee Director

14. Every
company shall
have at least 2
directors
Section 122(1) of the companies Act 1965
But the
company’s
MOA or AOA
may provide
for the
maximum
no. of
directors
NUMBEROFDIRECTORS
No company’s Act
has provided about
the maximum
number of director
for a company

15. WHO MAY BE APPOINTED AS DIRECTOR:
The company may from
time to time by
ordinary resolution
to increase or reduce
the number of
Directors

16. - Sec 122(2): the directors
must be a natural person,
not a fake person
- Sec122(2): must be full
age (who attained the
age of majority)
Sec 129(1): the age of
public director must
not be 70 and above.

17. - Sec 125(1): An undercharged
bankrupt person is not
appointed unless the leave of
the court has been obtained
- Sec 122(1): at least 2 directors
must have a place of residence
in Malaysia
- 124(1) the director may be
required by the AOA of the
company to hold certain number of
share in the company 

18. Under Article 72e,
table A of the
company’s act 1965.
A director must give
written notice to
company before
resigning.
But section 112(6)
stated that: A
director can’t apply
for a resignation, if it
causes the number
of director to be less
than 2. For sure the
resignation will be
rejected or invalid.
Resignation and removal

19. All requirement for the removal of a
director of a private company it’s
provided in the company’s AOA
But sometimes in some companies
AOA’s they might have other ways:
Such as AOA may specify that a director
cannot be resigned at least a year after
taking the appointment.

20. For a public company as it was provided
under Section 128 of Company’s Act
1965 the removal of a director, it shall be
done by way of ordinary voting but with
special notice
And of course the
decision will be
taken referring to
majority of votes.
Section 128 method is
not the only way of
removal

21. DUTIES OF DIRECTORS
A director must act
honestly and use
reasonable care or
attention in the
discharge of the duties.

22. As a fiduciary, the director’s
duties are:
To act bona fide in the
company’s interest.1
If the company became bankrupted, and the
interest of the creditors was harmed because of
such act from the directors. The directors are in
breach of their fiduciary duty to the company.

23. To exercise his power to a proper purpose
2
A director is advised to
use his power in limits,
and if he uses the power
for a greater purpose, the
director will be in a
breach of fiduciary duty

25. To avoid conflict of interest
3
A director should not put himself in a
position where his personal interest
conflicts with company’s interest.
Case: Aberdeen Railway co. v. Blaikie Bros
(1854)
Held: the company can break the contract even
if the contract was made on fair terms (because
there was a conflict of interest)