The Appointing A Director By Ordinary Resolution document is a fundamental corporate governance instrument used in Malaysian companies when shareholders need to formally appoint a new director to the board. This document is required under the Companies Act 2016 and represents the formal mechanism through which shareholders exercise their right to appoint directors. It becomes necessary when there's a need to add a new director, whether due to expansion of the board, replacement of a retiring director, or filling a vacancy. The resolution must be passed by a simple majority of shareholders and includes crucial elements such as the director's consent to act, personal details, and compliance declarations. This document forms part of the company's official records and must be filed with the Companies Commission of Malaysia (SSM) within the statutory timeframe.
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1. Company Details: Full legal name of the company, company registration number, and registered address
2. Resolution Title: Clear identification that this is an Ordinary Resolution for the Appointment of a Director
3. Date of Resolution: The date on which the resolution is passed or to be passed
4. Recitals: Brief background explaining the purpose of the resolution and any relevant context
5. Resolution Text: The formal resolution text appointing the named individual as director
6. Effective Date: Specification of when the appointment takes effect
7. Certification: Statement certifying that the resolution was duly passed by ordinary resolution of the shareholders
1. Additional Appointments: Where the director is also being appointed to specific committees or roles, include additional resolutions for these appointments
2. Terms of Appointment: If specific terms or conditions apply to the appointment, these should be included as additional resolutions
3. Quorum Declaration: Statement confirming that the required quorum was present for the meeting, used when the resolution is passed at a physical meeting
4. Voting Results: Details of the voting outcome, including numbers of votes for and against, used when there's a need to document the voting process
5. Written Resolution Statement: Required if the resolution is passed as a written resolution rather than at a physical meeting
1. Director's Consent to Act: Signed form containing the director's consent to act and statutory declarations as required under Section 202 of the Companies Act 2016
2. Director's Details: Schedule containing full details of the new director including full name, ID/passport number, residential address, and other required personal information
3. Declaration of Compliance: Director's declaration confirming they meet all qualification requirements and are not disqualified under the Companies Act 2016
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Healthcare
Real Estate
Energy
Transportation
Education
Professional Services
Construction
Agriculture
Mining
Telecommunications
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Corporate Affairs
Executive Office
Risk Management
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Chairman
Compliance Officer
Corporate Services Manager
Legal Manager
Managing Director
Chief Legal Officer
Corporate Affairs Director
Governance and Risk Manager
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