s 138 Offences by bodies corporate
(1) Where a person convicted in respect of any offence under this Act is a body corporate, it shall only be punished with the fine provided for such offence. (2) Where an offence against this Act or any regulations made thereunder has been committed by a body corporate, any person who at the time of the commission of the offence was a director, a chief executive officer, an officer, an employee, a representative or the secretary of the body corporate or was purporting to act in such capacity, shall be deemed to have committed that offence unless he proves that the offence was committed without his consent or connivance and that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his functions in that capacity and to all the circumstances. (3) Where a person who is an employee of a body corporate contravenes any provision of this Act, that body corporate shall be deemed to have contravened such provision. (4) For the purposes of this section, “officer”, in relation to a director of a corporation, includes— (a) a person occupying or acting in the position of a director of the corporation, by whatever name called, and whether or not validly appointed to occupy or duly authorized to act in the position; (b) a person in accordance with whose directions or instructions the directors of the corporation are accustomed to act; and (c) if the corporation is incorporated outside Malaysia— (i) a member of the corporation’s board; (ii) a person occupying or acting in the position of director of the corporation’s board, by whatever name called, and whether or not validly appointed to occupy or duly authorized to act in the position; and (iii) a person in accordance with whose directions or instructions the members of the corporation’s board are accustomed to act.