MAICSA(AM550)

CORPORATE SECRETARYSHIP

PAST YEAR EXAMINATION PAPERS

PREPARED FOR: PM ALICIA

PREPARED BY:RAJA NURMUNIRA RAJA HARMAN SHAH

SECTION A- QUESTION 1 (e)

Question:

What do you understand by the term ‘retirement by rotation’ for directors?

JUNE 2010

Answers:

It is not a statutory requirement because there is no provision in the Act on the retirement by rotation

The Articles of the company contain provisions to the retirement to give the shareholders an opportunity to review the performance of directors

Articles 63 of Table A states:

All directors shall retire from office at the 1st AGM and 1/3 of directors at the every subsequent AGM or the nearest to 1/3

A retiring directors shall be eligible for re-election

The provisions of the Articles shall be not apply to a directors of a public company attaining the age of 70 as the office

QUESTION 1 (f)

QUESTION:

Bursa Malaysia restricts the number of directorships that could be held by a director in public listed companies. What is the rationale behind such restriction? What is the maximum number of directorships in listed and non-listed companies that may be held by such director?

Answers:

The rationale behind restrictions:

Increasing the effectiveness of the BOD of public listed company by allowing more time and energy to be focused on a smaller number of companies thus enhancing the standard corporate governance in public listed company.

The maximum numbers of directorship:Public listed- shall not be more than 10Public non-listed-shall not be more than 15