Section 59. Register of directors’ shareholdings, etc.

(1) A company shall keep a register showing with respect to each director of the company particulars of—

(a) shares in the company or in a related corporation being shares in which the director has an interest and the nature and extent of that interest;

(b) debentures of or participatory interests made available by the company or a related corporation being debentures or participatory interests in which the director has an interest and the nature and extent of that interest;

(c) rights or options of the director or of the director and other person in respect of the acquisition or disposal of shares in, debentures of or participatory interests made available by the company or a related corporation; and

(d) contracts to which the director is a party or under which he is entitled to a benefit being contracts under which a person has a right to call for or to make delivery of shares in, debentures of or participatory interests made available by the company or a related corporation.

(2) A company need not disclose in its register any particulars of shares of director’s interest in a wholly owned subsidiary of a company which is deemed to be a related corporation under section 7.

(3) A wholly-owned subsidiary company shall be deemed to have complied with this section in relation to its director if the particulars required by this section are shown in the register of the holding company.

(4) A company shall enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director within three days after receiving notice from a director under paragraph 219(1)(a)—

(a) the price or other consideration for the transaction by reason of which an entry is required to be made under this section; and

(b) the date of—

(i) the agreement for the transaction or if it is later, the completion of the transaction; or

(ii) where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.

(5) A company shall enter in its register the particulars of the change referred to in the notice under paragraph 219(1)(b) within three days after receiving the notice from the director.

(6) A company is not deemed to have notice of or to be put upon inquiry as to the right of a person to or in relation to, a share in, debenture of or participatory interest made available by the company.

(7) The register shall be open for inspection by a member of the company without charge and by any other person on payment of twenty ringgit or such lesser amount as the company requires.

(8) Any person may request a company to furnish him with a copy of its register or any part of its register on payment of twenty ringgit and the company shall send the copy to that person within twenty-one days or such longer period as the Registrar thinks fit from the day on which the request is received by the company.

(9) The Registrar may, at any time in writing, require a company to furnish him with a copy of its register or any part of its register and the company shall furnish the copy within seven days from the day on which the requirement is received by the company.

(10) A public company shall produce its register to all persons attending the meeting at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting.

(11) In this section—

(a) a reference to a participatory interest is a reference to an interest within the meaning of the Interest Schemes Act 2016;

(b) a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest; and

(c) a reference to a director shall include the spouse of a director who is not a director of the company and a child of a director, including adopted child or stepchild who is not a director of the company and the interest of the spouse or child shall be treated as the interest of the director in the shares or debentures of the company after the relevant facts have come to the director’s knowledge.

(12) Section 8, except for subsections (1) and (3), has effect in determining whether a person has an interest in a debenture or participatory interest and in applying those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.

(13) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding ten years, or to both and, in the case of a continuing offence, to a further fine not exceeding one thousand ringgit for each day during which the offence continues after conviction.