Section 230. Approvals for fees of directors

(1) The fees of the directors, and any benefits payable to the directors including any compensation for loss of employment of a director or former director—

(a) of a public company; or

(b) of a listed company and its subsidiaries, shall be approved at a general meeting.

(2) In the case of a private company, the Board may, subject to the constitution approve the fees of the directors and any benefits payable to the directors including any compensation for loss of employment of a director or former director.

(3) Any approval made under subsection (2) shall be recorded in the minutes of the directors’ meeting and the Board shall notify the shareholders of the approval of the fees within fourteen days from the date of the approval.

(4) Where a fee is made or other benefits payable to which subsection (2) applies, members holding at least ten per centum of the total voting rights and who consider that the payment was not fair to the company, within thirty days after they have knowledge of such payments, may require the company to pass a resolution to approve the payment either by way of a written resolution or at a general meeting.

(5) Unless an approval has been obtained through a resolution passed under subsection (4), the payment shall constitute a debt due by the director to the company.

(6) A company that contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding three million ringgit and any payment in contravention of subsection (1) shall constitute a debt due by the director to the company.

(7) The company and every officer who contravene subsection (3) commit an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit.