Duties and composition
(1) The Commission shall have a board of directors who shall be responsible for the policy and general administration of the affairs and business of the Commission.
(2) The Board may give decisions and exercise all powers and do all acts which may be exercised or done by the Commission.
(3) The Board shall consist of the following directors:
(a) an Executive Chairman appointed by the Yang di-Pertuan Agong;
(b) a Deputy Executive Chairman appointed by the Yang di-Pertuan Agong;
(c) the Governor or a Deputy Governor of Bank Negara Malaysia as nominated by the Governor;
(d) the Secretary General of the Ministry charged with the responsibility for co-operative development;
(e) the Secretary General or a Deputy Secretary General of the Ministry of Finance as nominated by the Minister of Finance;
(f) a Secretary General or a Deputy Secretary General of a ministry as appointed by the Minister; and
(g) six persons appointed by the Minister, at least two of whom shall be persons of standing and experience in the co-operative movement.
(4) The Board shall entrust the Executive Chairman with the day-to-day administration of the business and affairs of the Commission.
(5) The Executive Chairman and the Deputy Executive Chairman shall devote the whole of their professional time to the service of the Commission and while holding office shall not occupy any other office or employment whether remunerated or not.
(6) The Executive Chairman and the Deputy Executive Chairman shall be answerable and accountable to the Board for the exercise of their powers and the performance of their duties, functions and decisions.
(7) The Executive Chairman and the Deputy Executive Chairman shall be appointed on such terms and conditions as may be provided for in their respective letters of appointment.
(8) In the event that the Executive Chairman is unable to act due to inability or any other cause, the Deputy Executive Chairman shall exercise the powers and perform the duties, functions and responsibilities of the Executive Chairman during the period of such inability including any power or function delegated to the Executive Chairman by the Board under section 24.
By-laws of Board
(1) The Board may make such by-laws as are necessary or expedient in relation to the administration, management, control, business, assets and affairs of the Commission including—
(a) the functions, powers, duties, remuneration, allowance, honorarium, benefits and terms and conditions of service, code of conduct of or surcharge on officers, employees, agents and consultants of the Commission;
(b) the conflicts of interest in respect of directors, officers and employees of the Commission;
(c) the appointment, terms of reference and activities of agents, consultants or committees established by the Commission;
(d) the rules and procedure to be observed by the directors at Board meetings; or
(e) such other matters as may be required to be provided for under by-laws in this Act.
(2) By-laws made under this section shall be binding on all persons to whom the by-laws apply and no person shall be convicted of an offence under this Act, unless the by-laws were given on him or he knew, or avoided getting to know, of the giving thereof.
Tenure of office
(1) The Executive Chairman and the Deputy Executive Chairman shall each be appointed for a term not exceeding five years and shall be eligible for re-appointment.
(2) The directors who hold appointment as members of the Board in accordance with paragraphs 11(3)(c), (d), (e) and (f) shall be ex-officio members.
(3) Subject to such conditions as may be specified in his instrument of appointment, the tenure of office of a director other than those provided in subsections (1) and (2) shall be for a term not exceeding three years and shall be eligible for re-appointment.
Resignation
A director appointed under paragraph 11(3)(g) may at any time resign his office by a written notice addressed to the Minister.
Disqualification and termination of director
(1) No person shall be appointed, or shall remain, as a director who is an officer of a co-operative society as defined in section 2 of the Co-operative Societies Act 1993.
(2) The Minister may terminate or suspend the appointment of any director if the director—
(a) resigns his office;
(b) becomes of unsound mind or otherwise becomes incapable of carrying out his duties;
(c) has been imposed any form of restriction or supervision by bond or otherwise, under any law relating to prevention of crime, or to preventive detention for prevention of crime or drug trafficking, or to restricted residence, or to banishment or immigration;
(d) becomes a bankrupt or commits an act of bankruptcy as provided for in the Bankruptcy Act 1967 [Act 360];
(e) has been charged for a criminal offence under any written law punishable with imprisonment, whether by itself, or in lieu of, or in addition to, a fine, in any court in or outside Malaysia;
(f) is guilty of serious misconduct in relation to his duties under this Act; or
(g) is absent, except on leave granted by the Minister in the case of the Executive Chairman or by the Executive Chairman in the case of all other directors, from two consecutive meetings of the Board.
Actions and proceedings of Board not affected by vacancy, etc.
The Board may act notwithstanding any vacancy and its proceedings shall not be invalidated by—
(a) the absence of any director;
(b) any defect afterwards discovered in the appointment or qualification of any director or the constitution of the Board;
(c) any omission, defect or irregularity in the convening or conduct of a meeting; or
(d) the presence or participation of a person who is not a director.
Allowance or honorarium
All directors may be paid such allowance or honorarium as the Minister may determine.
Duties of director
(1) A director shall, at all times, act honestly and in the best interest of the Commission and use reasonable diligence in the discharge of the duties of his office.
(2) A director or any person who has been a director shall not—
(a) make improper use of any information acquired by virtue of his position as a director to gain, directly or indirectly, an advantage for himself or for any other person; or
(b) do, say or publish anything which may be detrimental to the interests of the Commission.
Meeting
(1) The Executive Chairman, or in his absence the Deputy Executive Chairman, shall summon meetings of the Board as often as may be necessary but not less than six times a year.
(2) The quorum for a meeting of the Board shall be five, at least two of whom shall be directors referred to in paragraphs 11(3)(c), (d), (e) and (f).
(3) The Executive Chairman, or in his absence the Deputy Executive Chairman, shall preside at all meetings of the Board.
(4) The decision of the Board shall be adopted by a simple majority of the votes of the directors present and voting.
(5) In the case of an equality of votes, the chairman shall have a casting vote.
(6) A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and any such resolution may consist of several documents in like form, each signed by one or more directors.
(7) Nothing in this section shall prevent the Executive Chairman, or in his absence the Deputy Executive Chairman, from authorizing a director to use live video, television links or other appropriate communication or multimedia facilities to participate in any meeting of the Board where, prior to the meeting, the director, by notification to the Executive Chairman or the Deputy Executive Chairman, as the case may be, has requested for such authorization.
Board may invite others to meeting
(1) The Board may invite any person to attend any meeting of the Board for the purpose of advising it on any matter under discussion but the person so invited shall not be entitled to vote.
(2) The person so invited to attend any meeting of the Board may be paid such allowances and other expenses as the Commission may determine.
Disclosure of interest
(1) A director, or a member of a committee, who has or acquires, a direct or indirect, interest in relation to any matter under discussion by the Board or committee shall disclose to the Board or committee, as the case may be, the existence of his interest and nature thereof.
(2) A disclosure under subsection (1) shall be recorded in the minutes of the Board or committee, as the case may be, and after the disclosure, the director or member of the committee shall—
(a) not take part nor be present in any deliberation or decision of the Board or committee, as the case may be; and
(b) be disregarded for the purpose of constituting a quorum of the Board or committee, as the case may be, relating to the matter.
(3) No act or proceedings of the Board or committee shall be invalidated on the ground that any director or any member of the committee has contravened the provisions of this section.
Minutes of meeting
(1) The Board or committee shall cause minutes of all their meetings to be maintained and kept in a proper form.
(2) Any minutes of meetings of the Board or any committee established under section 10, if duly signed, shall, in any legal proceedings, be admissible as prima facie evidence of the facts stated therein and every meeting of the Board or committee in respect of the proceedings of which minutes have been so made shall be deemed to have been duly convened and held and all members thereat to have been duly qualified to act.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
