MALAYSIA Law and Practice Contributed by: Dato’ Tan Yee Boon, Stephanie Chan Pik Jia and Joaana Keng Li Xin, David Lai & Tan
Should the members require the directors to convene a meeting of members pursuant to Section 311 of CA 2016, the directors shall call for the meeting within 14 days from the requisi - tion and hold it within 28 days after the date of the notice, as provided under Section 312 of CA 2016. If the directors fails to do so, the members who requisitioned the meeting, or those repre - senting more than half of the total voting rights of all of the members who requested the meeting, may convene the meeting of members, provided that it is held not more than three months after the requisition date. In respect of the required quorum of the meet - ings, a minimum of one (in the case of a company only having one member) or two members would be required unless the company’s Constitution requires otherwise (Section 328 of CA 2016). The chairperson shall be the person subjected to the company’s Constitution. If there is no such per - son, or if the chairperson is not present within 15 minutes after the scheduled time or is unwilling to act, the members present shall elect one of their members to be chairperson of the meeting. At any meeting of members, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded before or on the declaration of the result of the show of hands by the parties provided under Section 330 of CA 2016, which includes, inter alia, the chairperson or at least three members present in person or by proxy. In respect of the records of the meeting, by vir - tue of Section 341 of CA 2016, all resolutions of members passed otherwise than at the meet - ing of members, the minutes of all proceedings of meetings of members and details provided to the company in accordance with Section 344 of CA 2016 shall be kept for at least seven
years from the date of said resolution, meeting or decision, whereby the same shall be kept at the registered office of the company pursuant to Section 47 of CA 2016. 5.4 Shareholder Claims In respect of the available bases of claims against the directors of the company and/or the company itself, examples include breaches of fiduciary duties, oppressive conduct, unlaw - ful appointment of directors and/or misman - agement. Actions in negligence, fraud or other breaches of duty owed to the company and/or its shareholders may qualify as well. Pursuant to Section 346 of CA 2016, any mem - ber or debenture holder may apply to the court if: • the company’s affairs are being conducted, or the powers of the directors are being exer - cised, in an oppressive manner in relation to one or more of the members or debenture holders, or in disregard of their interests; or • the company has or has threatened to act in a way – or some resolution of the members, debenture holders or any class of them has been passed, or even proposed – that unfairly discriminates against or is otherwise prejudi - cial to one or more of the members or deben - ture holders. Section 347 of CA 2016 provides a statutory mechanism for a complainant – which could be a current or former shareholder of a company, any director of a company or the registrar in the case of a company being investigated – to initiate, intervene in or defend a proceeding on behalf of the company with the leave (permission) of the court. This is particularly relevant when the company fails to take action against wrongdo - ers, such as directors or majority shareholders.
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