Malaysia legislation
Section 62
Section 62
(2)
Subsection (1) shall not apply in a case where the interest of the director of a Langkawi company consists only in him being a member or creditor of another Langkawi company which is interested in a contract or proposed contract with the first-mentioned company, if that interest may properly be regarded as not being a material interest.
(3)
Subject to any contrary provision in the articles of association of a Langkawi company, a director of the company shall not, for the purposes of this section, be deemed to be interested in or to have at any time been interested in a contract or proposed contract, by reason that the contract or proposed contract—
(a)
has been or will be made with;
(b)
is for the benefit of; or
(c)
is on behalf of, a company which, by virtue of the provisions of section 4, is deemed to be a related company, and that he is also a director of that company.
(4)
For the purposes of subsection (1), a general notice given to the directors of a Langkawi company by a director to the effect that he is an officer or a member of a specified Langkawi
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Langkawi International Yachting Companies company or a member of a specified firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made, but no such notice shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to ensure it is brought up and read at the next meeting of the directors after it is given.
(5)
Every director of a Langkawi company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as a director, shall declare at a meeting of the directors of the company or cause to be circulated in writing to the other directors the fact and the nature, character and extent of the conflict.
(6)
The declaration required of a director under subsection
(5)
shall be made at the first meeting of the directors held—
(a)
after he becomes a director; or
(b)
(if he is already a director) after he commences to hold the office or to possess the property, unless the fact has already been circulated in writing before that meeting.
(7)
Every declaration under this section shall be recorded in the minutes of the meeting at which it was made.
(8)
This section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the articles of association of a Langkawi company restricting a director of that company from having any interest in contracts with the company or from holding offices or possessing properties involving duties or interests in conflict with his duties or interests as a director.
Duty and liability of officers