Board Directorship: Duties & Liabilities

What a Board Seat Actually Commits You To

A practical programme for new and existing directors on the legal side of a board appointment. Understand your statutory duties under the Companies Act 2016, where personal liability attaches, how to handle conflicts of interest and related party transactions, and how board procedure and minutes protect you when a decision is later questioned.

HRD Corp Training Provider Malaysia HRD Corp SBL-Khas Claimable

Modules

01

The Board and Your Place On It

What a board does and where it stops, the split between board and management, and the different hats worn by executive, non-executive, independent and nominee directors. Board committees (audit, risk, nomination, remuneration) and MCCG expectations.

02

Statutory Duties Under the Companies Act 2016

Section 213: acting for a proper purpose and in good faith in the best interest of the company, and exercising reasonable care, skill and diligence. Section 214: how the business judgment rule protects a properly made decision. Section 217: whose interest a nominee director must serve when the board and the nominator disagree.

03

Personal Liability & Disqualification

Where the corporate veil stops protecting you. Section 218 on improper use of position, property or information, disqualification under section 198, fraudulent and wrongful trading on insolvency, and director-level exposure under the MACC Act section 17A corporate liability offence, tax and statutory contributions, OSH and data protection. What D&O insurance and company indemnities do and do not cover.

04

Conflicts of Interest & Related Party Transactions

Section 221 disclosure of interest in contracts: what counts as an interest, when to declare it and why abstaining is not always enough. Section 223 shareholder approval for disposals of substantial value, section 224 restrictions on loans to directors, and the Bursa Listing Requirements regime for related party transactions and recurrent mandates.

05

Board Meetings, Papers & Minutes

Notice, quorum, resolutions and circular resolutions. Your right to information and to insist on proper board papers. What the minutes must record for a decision to stand up later, the role of the company secretary, and how to register dissent so it is on the record.

06

Disclosure & Listed-Company Obligations

Continuous disclosure and what makes information material, insider trading and closed periods under the Capital Markets and Services Act, directors' dealings in company securities, and the board's responsibility for the annual report, the directors' report and the going concern statement. Optional module for boards of listed and IPO-bound companies.

07

Oversight in Practice: Risk, Controls & the Questions to Ask

Discharging oversight without stepping into management. Risk appetite and the Statement on Risk Management and Internal Control, whistleblowing channels, and how to challenge management on cyber, data protection, anti-corruption and ESG. Red flags, escalation, and what a director should do on discovering a problem.

Key Outcomes

  • State your statutory duties under the Companies Act 2016 and what reasonable care, skill and diligence means in practice
  • Recognise where personal liability attaches and how far D&O cover and indemnities actually reach
  • Declare and manage conflicts of interest and related party transactions correctly
  • Use board papers, meeting procedure and minutes to evidence a properly made decision
  • Challenge management with better questions on risk, controls, cyber and ESG
  • Know when to stop and take company secretarial or legal advice
  • Receive official Certificate of Completion

2-Day Workshop

Day 1, Duties & Liability: the board's role and composition, statutory duties and the business judgment rule, personal liability and disqualification, and Malaysian case studies of directors held to account.

Day 2, Application: a conflicts and related party transaction clinic, a board papers and minutes exercise, disclosure scenarios, and a simulated board meeting where participants take a contentious decision and defend how they arrived at it.

Who Should Attend

  • Newly appointed directors and directors-designate
  • Senior management being groomed for a board seat
  • Company secretaries, heads of legal and compliance who support the board
  • Existing directors wanting a refresher on duties and current expectations
  • GLC, subsidiary and joint venture nominee directors

Training Mode   Physical / Online / Hybrid / e-learning

HRD Corp   SBL-Khas Claimable

Duration   1 or 2 days (9:00 AM - 5:00 PM)

Certificate   Certificate of Completion awarded upon full attendance

Frequently Asked Questions

Newly appointed directors, directors-designate, senior management being groomed for board roles, company secretaries and heads of legal or compliance who support the board. Existing directors also use it as a refresher.

No. The programme is written for business people, not lawyers. Statutory provisions are explained in plain language and applied through Malaysian case studies and board scenarios.

No. The core duties under the Companies Act 2016 apply to directors of every company, including private Sdn Bhd companies. Listed-company content such as Bursa Listing Requirements, continuous disclosure and directors' dealings is delivered as an optional module for boards that need it.

No. This is training, not legal advice. It builds your understanding of the duties and liabilities that attach to a board seat. For a specific transaction or dispute, take advice from your company secretary or legal counsel.

Yes. It is HRD Corp SBL-Khas claimable for registered Malaysian employers.

Corporate Governance & Integrity covers governance as a system across board, management and staff, including MCCG principles and ethical culture. This programme is narrower and more legal: it is about what the law personally requires of you as a director. The two pair well, and boards often take governance first and directorship second.