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Heineken Malaysia Berhad
Company no. 5350-X
Page
33 of 51
of any company in which any Director is in any way interested, be
liable to be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised
by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established
provided always that Sections 221 and 228 and all other relevant
provisions of the Act and this Constitution are complied with.
102.
Any Director may act by himself or his firm in a professional capacity
for the Company, and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director, provided that
nothing herein contained shall authorise a Director or his firm to act
as auditor of the Company.
Right to
payment for
professional
services
103.
A Director shall at all times act honestly and use reasonable diligence
in the discharge of the duties of his office and shall not make use of
any information acquired by virtue of his position to gain, directly or
indirectly, an improper advantage for himself or any other person or
cause detriment to the Company.
As to the
duty and
liability of
the Director
104.
Every Director shall give notice to the Company of such events and
matters relating to himself as may be necessary or expedient to
enable the Company and its officers to comply with the requirements
of the Act.
General duty
to make
disclosure
PROCEEDINGS OF DIRECTORS
105.
The provisions contained in the Third Schedule to the Act shall not
apply to the Company except in so far as the same are repeated or
contained in this Constitution.
Third Schedule
excluded
106.
The Directors may meet together for the despatch of business at such
time and place, adjourn and otherwise regulate their meetings and
proceedings as they think fit. A Director may at any time and the
Secretary shall on the requisition of a Director summon a meeting of
the Directors.
Directors’
meeting
107.
Unless otherwise determined by the Directors from time to time, a
7 days’ notice of all Directors’ meetings shall be given to all Directors
and their alternate, except in the case of emergency, reasonable
notice shall be deemed sufficient. The notice shall include the date,
time and place of the meeting and the matters to be discussed.
Notice of
meeting
108.
The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors, and unless so fixed at any
other number shall be 2.
Quorum