MALAYSIA Law and Practice Contributed by: Dato’ Tan Yee Boon, Stephanie Chan Pik Jia and Joaana Keng Li Xin, David Lai & Tan
the shareholdings of directors are disclosed in reports such as the company’s audited finan - cial statements (AFS). All of the aforesaid can be purchased through the official online platform, known as the CCM e-Info portal ( “CCM e-Info” ). Shareholders have the right to inspect the regis - ter of members without charge and may request copies for a prescribed fee. 5.2 Role of Shareholders in Company Management In general, shareholders have limited involve - ment in the day-to-day management of a com - pany. Instead, their role is more focused on over - sight, governance and major decision-making, while the day-to-day operations are managed by the Board and executive management. However, shareholders possess certain rights and mechanisms to influence company man - agement in specific circumstances. Pursuant to Section 195 of CA 2016, the chairperson of a meeting of shareholders shall allow a reason - able opportunity for shareholders, present at the meeting, to question, discuss, comment on or make recommendations concerning the management of the company. Furthermore, a meeting of shareholders may pass resolutions, making recommendations to the Board on mat - ters affecting the management of the company. However, it is to be noted that any such rec - ommendation via resolution shall not be bind- ing on the Board unless the right to make such recommendations is provided for in the com - pany’s Constitution or such recommendations are passed as a special resolution (requiring at least a 75% majority) and is in the best interest of the company. Even when recommendations meet the forego - ing criteria, the Board is obligated to act in the company’s best interests. They must exercise
independent judgment and are not compelled to follow shareholder recommendations if doing so would conflict with their fiduciary duties. 5.3 Shareholder Meetings Pursuant to Section 340 of CA 2016, every pub - lic company shall hold an AGM annually, within six months of the company’s financial year end and no more than 15 months after the previous AGM, for the purposes of, inter alia, presenting the AFS and the reports of the directors and auditors, the election of directors and matters notified vide resolution. Section 290 of CA 2016 allows for a resolution of the members, or of a class of members, of a private company to be passed either by a writ - ten resolution or at a meeting of the members. However, certain decisions, such as removal of a director or auditor, cannot be effected through written resolutions of the members and shall be addressed at a meeting of the members. A meeting of members may be convened by the Board, or by members holding at least 10% of the issued share capital of a company or a lower percentage as specified in the company’s Constitution – or, if the company has no share capital, by at least 5% of the members. Prior to convening the meeting, a notice of at least 14 days is required for meetings of mem - bers of private companies except when passing a special resolution, which may require a longer period as stated in the company’s Constitution. Meetings of members of public companies shall be by way of a notice of at least 21 days for AGMs and 14 days in any other meetings, unless a longer period is stipulated in the company’s Constitution.
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