CORPORATE SECRETARYSHIP PAST YEAR QUESTION DECEMBER 2007 (DIRECTOR) PREPARED FOR: PM ALICIA TAN PREPARED BY: NUR HUSNA BINTI RASHID

Part A (Question 1 b) State 4 categories of dealings in securities by directors of public listed company that are exempted from the restriction in paragraph14.04 (Possession of price sensitive information) and paragraph 14.05 (general restriction on dealings) of the Bursa Listing requirements.

Answer: The acceptance or exercise of options or rights under an employee share option scheme The exercise of warrants The conversion of convertible securities The undertakings to accept or the acceptance of takeover offer

Section B (Question 2) You are the company secretary of Silver Hope Bhd , a plantation company listed on Bursa Malaysia. The Board of Directors of Silver Hope Bhd recently appointed Dato Gan as an additional director of the company. The Company’s Article of Association required the director of the company to hold 8,000 qualification shares. Datuk Gan has yet to purchase the qualification of shares. Datuk Gan is also a director of 25 other companies, 14 public companies (of which 8 are listed), 9 private companies, and 2 charitable organizations.

Discuss the restriction imposed by Bursa Malaysia on the number of directorship which may be held by directors of public listed companies and state whether Datuk Gan is currently complying with the restriction. Explain the action that must taken by Datuk Gan before and upon his appointment as Director of Silver Hope Bhd in order to comply with the requirement of the Companies Act, 1965 and any other relevant regulations. Explain the corporate action that must be taken by you as a company secretary subsequent to the appointment of Datuk Gan

A) restriction imposed by Bursa Malaysia on the number of directorship Director of listed issuer must hold not more than 25 directorship in companies: -> directorship in listed issuer – not more than 10 -> directorship in companies other than listed issuer – not more than 15 Para 15.06 BMLR Para 9.1 (a) PN 13 of BMSB directorship in a non-profit organization is to be excluded from the computation of the number of directorship

Answer Datuk Gan is a director of 25 other companies, 14 public companies (8 of them are listed), 9 private companies and 2 charitable organizations. Based on Para 15.06 of Bursa Malaysia Listing Requirement, director must hold a directorship in listed company not more than 10 and Datuk Gan hold directorships in 8 listed company. Therefore, he is complying with the restriction for listed company. Besides, Bursa Malaysia Listing Requirement also provide restriction for non listed company. A director must hold not more than 15 directorships in non listed company. The question stated that Datuk Gan hold directorships in 9 private company and 6 non listed public company and make the total number of directorships for non listed company equivalent to 15. Thus, he is complying with restriction for non listed company.

Practice Note 13 of Bursa Malaysia Securities Berhad [Para 9 Practice Note 13 of Bursa Malaysia Securities Berhad [Para 9.1 (a)] highlighted that directorship in a non-profit organization is to be excluded from the computation of the number of directorship. Therefore, even though Datuk Gan hold 2 directorships in non profit organization, it would not affect the computation of directorship that he hold. Datuk Gan is complying with the restrictions that stated in Bursa Malaysia Listing Requirement and Bursa Malaysia Securities Berhad

Datuk Gan is complying with the restriction of BMLR and BMSB Application Datuk Gan CHARITABLE COMPANIES 2 PUBLIC COMPANIES 14 PRIVATE COMPANIES 9 EXCLUDED FROM COMPUTATION LISTED 8 NON- LISTED 6 NOT MORE THAN 10 15 Datuk Gan is complying with the restriction of BMLR and BMSB

B) Action taken by Datuk Gan before and upon his appointment lodge to Registrar of Companies and Official Receiver Form48A -statutory declaration that : * he is not an undischarged bankrupt * he has not been convicted whether within or outside Malaysia of any offence in connection with the promotion or management of a corporation * he has not been imprisonment for any offence involve in fraud or dishonesty punishable on conviction with imprisonment for three months or more, within the period of 5 years immediately preceding the date of the declaration * he consent to act as a director of the company

Sign and lodge to Registrar of Companies Form46 (an undertaking in writing to take from company and pay for if his qualification of shares) Make Disclosure of director interest to comply with Sec 131(interest in contract, property, office and other) and Sec 135 (interest in share and debenture) of Company Act 1965 Notify the commission of names and particular of new director – Sec319(2c) of CMSA 2007 Give to Exchange a letter an undertaking in form Annexure PN21-C (undertaking by director compliance with main market Listing requirement) –Para 15.03 BMLR

C) Duties of Company secretary toward appointment of Datuk Gan Immediate announcement to Bursa Securities (Part A of Appendix 9A of BSLR) Remind the Director regarding share qualification (sec 124 (1) of CA 1965) Remind the Director to Disclosure his interest (sec 131 & 135 of CA 1965) Remind & Advice the Date of Board Meeting

Inform the press –if company is active company furnish the director with copy of memorandum and articles, account and director report, interim report, circular to shareholders and other Inform the press –if company is active company Update the necessaries in RODMS Lodge to Registrar form 48A and form49, certified copy of identical card/passport (foreign director) -submit form48A to official receiver

Question 3 (c) The chairman notice that Mr wong a non-executive director is again absent from the board meeting. Mr wong had not been attending the company’s board meeting for last seven months and he has not given the company any reason for his absence. The chairman now ask you whether there are any provision under the Companies act 1965 or articles of Association on the company to remove his director

Permata Sdn. Bhd  private company Answer: Permata Sdn. Bhd  private company Sec 128 of CA 1965 – not applicable Article 69 of table A -special notice shall be required of the resolution to remove a director and director concerned will be entitle to be heard on the resolution at general meeting and to make written representation. The director can be remove at the next AGM or EGM.

Article 72 of Table A – provide several circumstances in which Article 72 of Table A – provide several circumstances in which director vacate the offices Mr Wong had not been attending the company’s board meeting for last seven months without given any reason. According to the Article 72 of table A, when the director absent without permissions more than six months from meeting, he is required to vacate his office. Therefore, Mr Wong is required to vacate his office after the board pass the resolution. When absent without permission of the director for more than 6 months from meetings of directors held during period