1. It is governed under the Malaysian Companies Act 1965, appointed by shareholders.
2. One must be a natural person, at least 18 years old and not over the age of 70 (public company) unless approved by at least ¾ of shareholders in general meeting, cannot be someone who has been disqualified from being a director.
3. Before being appointed, he must make a statutory declaration (Form 47A) & consent to the appointment.
4. S.130 MCA: Disqualification of a director includes someone who is convicted for any offence in relations to management of a corporation, fraud and breach of duty.
5. Disqualification period is 5 years, or after release from prison.
6. Also disqualified if he is an undischarged bankrupt unless Court grants leave, if he is a director of insolvent companies, failure to obtain shareholding qualification or due to Articles of Association.
7. Statutory duties include duty to act in good faith, exercise reasonable care and skill, reliance on information and advice, duty to ensure dividends declared from profit and of course the duty to seek approval from shareholders.
8. Some restrictions include the duty to declare interests, existence of conflicts of interests, false and misleading reports, fraud and misuse of power.