Section 92 — AKTA SYARIKAT LABUAN 1990

(2)

A director of a Labuan company shall at all times exercise his powers for a proper purpose and in good faith in the best interest of the Labuan company.

(3)

A director of a Labuan company shall exercise reasonable care, skill and diligence with—

(a)

the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities;

and

(b)

any additional knowledge, skill and experience which the director in fact has.

(4)

A director who makes a business judgment is deemed to meet the requirements of the duty under subsection (3) and the equivalent duties under the common law and in equity if the director—

(a)

makes the business judgment in good faith for a proper purpose;

(b)

does not have a material personal interest in the subject matter of the business judgment;

(c)

is informed about the subject matter of the business judgment to the extent the director reasonably believes to be appropriate under the circumstances; and

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(d)

reasonably believes that the business judgment is in the best interest of the Labuan company, and for the purpose of this subsection, “business judgment” means any decision on whether or not to take action in respect of a matter relevant to the business of the company.

(5)

A director may rely on information, professional or expert advice, opinions, reports or statements including financial statements and other financial data, prepared, presented or made by—

(a)

any officer of the Labuan company whom the director believes on reasonable grounds to be reliable and competent in relation to matters concerned;

(b)

any other person retained by the Labuan company as to matters involving skills or expertise in relation to matters that the director believes on reasonable grounds to be within the person’s professional or expert competence;

(c)

another director in relation to matters within the director’s authority; or

(d)

any committee to the board of directors on which the director did not serve in relation to matters within the committee’s authority.

(6)

The director’s reliance made under subsection (5) is deemed to be made on reasonable grounds if it was made —

(a)

in good faith; and

(b)

after making an independent assessment of the information or advice, opinions, reports or statements, including financial statements and other financial data, having regard to the director’s knowledge of the Labuan company and the complexity of the structure and operation of the Labuan company.

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(7)

Except as otherwise provided by this Act, the memorandum or articles of association of the Labuan company or any resolution of the board of directors or shareholders of the Labuan company, the directors may delegate any power of the board of directors to any director, committee to the board of directors, officer, employee, expert or any other person.

(8)

Where the directors have delegated any power as referred to in subsection (7), the directors are responsible for the exercise of such power by the delegatee as if such power had been exercised by the directors themselves.

(9)

The directors are not responsible under subsection (8) if—

(a)

the directors believed on reasonable grounds at all times that the delegatee would exercise the power in conformity with the duties imposed on the directors under this Act and the memorandum and articles of association of the company

(if any); and

(b)

the directors believed on reasonable grounds, in good faith and after making a proper inquiry if the circumstances indicated the need for the inquiry, that the delegatee was reliable and competent in relation to the power delegated.

(10)

An officer of a Labuan company shall not make improper use of any information acquired by reason of his office to gain, whether directly or indirectly, an advantage for himself or any other person or to cause detriment to the company.

(11)

An officer of a Labuan company who contravenes this section shall be liable to the company for any profits made by him and for any damage suffered by the company as a result of such contravention.

(12)

A director of a Labuan company who makes a solvency declaration, pursuant to the provisions of this Act, without having reasonable grounds for the opinions expressed in it shall be criminally liable for any monies or gains received.

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Penalty: Five hundred thousand ringgit or imprisonment for a term not exceeding five years or both.

(12A)

If default is made in complying with subsection (3), the director of the Labuan company who is in default commits an offence under this Act.

Penalty: Three million ringgit or imprisonment for a term not exceeding five years or both.

(13)

This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a Labuan company.

Secretary