A non-executive director does not work full time, receives a smaller director's fees and functions as a policy maker for the company.

Duties and Responsibilities of Directors
Directors have fiduciary duties towards the company and their shareholders who appointed them. Fiduciary duties include:-

    * Act bona fide in the interest for the company. Bona fide means "in good faith";
    * Avoid a situation where there is a conflict between duty to the company and personal interest; and
    * Not to make any secret profit out of the position as director.

The statutory duties of the directors include:-

    * Act honestly at all times and use reasonable diligence when discharging their duties;
    * Avoid improper use of information obtained by virtue of position to gain personal advantage personally or to cause detriment to the company;
    * Avoid improper use of sensitive, unpublished information to gain personal benefits;
    * Before disposing of or executing any transaction for the disposal of a substantial portion of the company's undertaking or property, obtain approval from the members in a general meeting;
    * Disclose his shareholdings in the company and any changes thereof;
    * Disclose his interest in any contract or proposed contract made by the company; and
    * Ensure registers and statutory books are kept updated.

The directors' responsibilities include ensuring the following requirements are complied with:-

    * Record minutes of all directors' meetings;
    * Make annual return and lodge with SSM;
    * Keep proper accounting records;
    * Table accounts, balance sheet and directors' report at AGM;
    * Circulation audited accounts to members;
    * Appoint auditors;
    * Comply with restriction, limitation or prohibition of a private limited company;
    * Appoint company secretary;
    * Make declaration of solvency in the case of voluntary winding up by member;
    * Ensure that dividend payments are from profits only

 .KL Management