DUTIES AND RESPONSIBILITIES OF COMPANY DIRECTORS

Summary of Duties and Responsibilities

WHAT ARE THE DIRECTORSí POWERS, DUTIES AND RESPONSIBILITIES?


RESPONSIBILITIES OF DIRECTORSí

  1. Responsibilities of directorsí and managers of a Company are to ensure accounting records and other documents related to the transaction and financial position of the Company are properly record and to enable production of true and fair view of profit and loss accounts, balance sheets and other necessary document.
  2. For company with subsidiaries the directorsí must make sure that the financial year of each of its subsidiaries coincide the holding companyís financial year within two years after any corporation becomes subsidiaries unless application is made to SSM to have the subsidiaries with different financial year.
  3. At every annual general meeting of the company, the directorsí requested to present before the company once in every calendar year an audited accounts made for the period since the proceeding accounts made up to a date not more than 6 months before the date of the meeting.

  4. To prepare a report in accordance with a resolution of the directorsí to be attached to every balance sheet laid before the company in general meeting.

QUICK SUMMARY

    1. Every director must act honestly at all times and reasonable in performing duties of his office

    2. Cannot misuse information obtained by virtue of his office to gain advantage for himself directly of indirectly

    3. Cannot make improper use of any unpublished price sensitive information to gain personal benefit

    4. To make a disclosure or notice to the shareholding and change thereof

    5. Must disclose his interest in the contract or proposed contract made by the company

    6. Must make sure that the minutes book and register of members of the company kept up to date

    7. Responsible for holding of AGM or EGM

    8. Registration of certain resolutions and agreements

    9. Make sure the Annual Return is prepared and lodged to SSM

    10. Responsible for keeping proper accounting records

    11. Responsible for circulation of accounts, balance sheet and directorsí report and etc, to members

    12. Responsible for appointment of first auditors

    13. Responsible for complying the SSMís instruction to change the company name

    14. Responsible for complying with the restriction, limitation or prohibition of private company

    15. Responsible for registration of transfer of shares and issuing of share certificates

    16. Responsible for maintaining registered office

    17. Responsible for publication of company name and company number

    18. Responsible for appointment qualified person as secretaries

    19. Responsible for in the case of voluntary winding up, it is the duty and responsibilities of the director to make a declaration of solvency

    20. Responsible for make sure that the payment of dividends are out of profit only

    21. Responsible for registration of charges




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