BANK KERJASAMA RAKYAT MALAYSIA BERHAD (SPECIAL PROVISIONS) ACT 1978

LAWS OF MALAYSIA _____________ ONLINE VERSION OF UPDATED TEXT OF REPRINT _____________ Act 202 BANK KERJASAMA RAKYAT MALAYSIA BERHAD (SPECIAL PROVISIONS) ACT 1978 As at 1 November 2015 2 BANK KERJASAMA RAKYAT MALAYSIA BERHAD (SPECIAL PROVISIONS) ACT 1978 … … 6 February 1978 Date of publication in the Gazzette … … 9 February 1978 Latest amendment made by P.U. (A) 123/2014 which came into operation on … … … … 2 May 2014 Date of Royal Assent … PREVIOUS REPRINTS First Reprint … … … 2001 Second Reprint … … … 2006 3 LAWS OF MALAYSIA Act 202 BANK KERJASAMA RAKYAT MALAYSIA BERHAD (SPECIAL PROVISIONS) ACT 1978 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation 3. Consequences upon commencement of Act PART II BOARD OF DIRECTORS AND ADMINISTRATION 4. Board of Directors and its primary responsibility 5. The First Schedule 6. Custody and control of property 7. Devolution of rights and liabilities 8. Steps for the efficient management of the Bank 9. Submission of particulars by previous directors 10. Power of the Bank to institute proceedings for damages and recovery of property 11. Termination of service of officers and employees of the Bank 4 Laws of Malaysia ACT 202 Section 12. Wilful destruction of, or failure to deliver, books, registers and documents of the Bank 13. Protection in respect of acts done in pursuance of this Act PART III AUTHORIZED BUSINESS AND RESTRICTIONS ON BUSINESS 14. Authorized business of the Bank 15. Restrictions on payment of dividends and grant of advances and loans to directors PART IV SUPERVISION AND CONTROL 16. Directions by Minister 17. Inspection of books, etc., and power to investigate into the affairs of the Bank 18. Information to Minister 19. Past activities of the Bank 20. Subsidiaries of the Bank PART V THE STATUTORY RESERVE FUND, ACCOUNTS, AND AUDIT 21. Maintenance of the Statutory Reserve Fund 22. Declaration of dividends 23. Audit 24. Transmission of accounts, balance-sheets, and reports to the Minister and the Minister of Finance Bank Kerjasama Rakyat Malaysia Berhad (Special Provision) PART VI GENERAL Section 25. General meetings of the Bank 26. Public servant and public officer 27. Preservation of secrecy 28. Regulations 29. Disability as to claims 30. Continuance of personal liability 31. Power to terminate operation of Act FIRST SCHEDULE SECOND SCHEDULE 5 7 LAWS OF MALAYSIA Act 202 BANK KERJASAMA RAKYAT MALAYSIA BERHAD (SPECIAL PROVISIONS) ACT 1978 An Act to make special provisions for the proper management and administration of the Bank Kerjasama Rakyat Malaysia Berhad. [16 February 1978, P.U. (B) 105/1978] BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent by the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: PART I PRELIMINARY Short title and commencement 1. (1) This Act may be cited as the Bank Kerjasama Rakyat Malaysia Berhad (Special Provisions) Act 1978. (2) This Act shall come into operation on a date to be appointed by the Minister by notification in the Gazette. Interpretation 2. (1) In this Act, unless the context otherwise requires— 8 Laws of Malaysia ACT 202 “Bank” means the co-operative society known as the Bank Kerjasama Rakyat Malaysia Berhad; “Board” means the Board of Directors of the Bank established under section 4 and constituted in accordance with paragraph 1 of the First Schedule; “Chairman” means the Chairman of the Bank appointed under subparagraph 1(2) of the First Schedule; “Commission” means the Malaysia Co-operative Societies Commission established under the Malaysia Co-operative Societies Commission Act 2007 [Act 665]; “director” means a member of the Board and includes the Chairman and the Managing Director; “General Manager” means any General Manager of the Bank appointed under subparagraph 3(1) of the First Schedule; “Managing Director” means the Managing Director of the Bank appointed under subparagraph 3(1) of the First Schedule; “Minister” means the Minister charged with the responsibility for co-operative development; “previous Board” means the Board of Directors of the Bank constituted under the Co-operative Societies Act 1993 and the bylaws of the Bank; “previous director” means a person who was a member of the Board of Directors of the Bank at any time before the commencement of this Act; “Secretary” means the Secretary of the Bank appointed under paragraph 4 of the First Schedule; “subsidiary” means a company as defined in the Companies Act 1965 [Act 125], in which the Bank controls the composition of the Board of Directors or more than half of the voting power, or holds Bank Kerjasama Rakyat Malaysia Berhad (Special Provision) 9 more than half of the issued share capital, and includes a subsidiary, as defined in the said Act, of such a company. (2) Words and expressions appearing in this Act, other than those defined in subsection (1), shall, unless the context otherwise requires, bear the meanings assigned to them in the Co-operative Societies Act 1993. Consequences upon commencement of Act 3. Upon the commencement of this Act— (a) the previous Board shall cease to exercise its powers and discharge its duties and responsibilities in relation to the Bank and shall stand dissolved; (b) the provisions of this Act shall apply in relation to the Bank; (c) notwithstanding anything contained in the Co-operative Societies Act 1993, the rules made thereunder, or the by-laws of the Bank, the right of members or shareholders of the Bank to elect or remove directors of the Bank shall cease to be exercisable; (d) the directors of the Bank holding office immediately before that commencement shall cease to hold any office in the Bank or in any of its subsidiaries; (e) the executive committee of the Bank appointed under the by-laws of the Bank shall cease to exercise the powers conferred by the by-laws and shall stand dissolved; (f) in exercising any power in relation to the Bank under any written law, or under the by-laws of the Bank, the Commission shall be subject to the direction and control of the Minister and shall comply with and give effect to any direction given by the Minister; 10 Laws of Malaysia ACT 202 (g) notwithstanding paragraph (f), the Minister may exercise any function or power conferred on the Commission under any written law, or under the by-laws of the Bank, if he deems it necessary or expedient to do so; (h) the Minister may, in his absolute discretion, from time to time direct that any function, power, or duty exercisable by the general meeting of the Bank shall not be exercised by the general meeting, or that it shall be exercised subject to such directions as the Minister may, with the concurrence of the Minister of Finance, give, or that it shall instead be exercised, with the concurrence of the Minister of Finance, by himself or by such other person or authority as he may specify; (i) the Bank, in addition to being subject to this Act, shall continue to be subject to the provisions the Co-operative Societies Act 1993, the rules made thereunder, and the by-laws of the Bank, but where there is any conflict or inconsistency between the provisions of this Act and the provisions of the Co-operative Societies Act 1993, the rules made thereunder, or any other written law, or the by-laws of the Bank, the provisions of this Act shall prevail. PART II BOARD OF DIRECTORS AND ADMINISTRATION Board of Directors and its primary responsibility 4. (1) For the purposes of this Act, there shall be a Board of Directors of the Bank, constituted in accordance with paragraph 1 of the First Schedule. (2) The Board shall be responsible for carrying out the functions and powers, and the general administration of the affairs and business, of the Bank. Bank Kerjasama Rakyat Malaysia Berhad (Special Provision) 11 The First Schedule 5. (1) The supplementary provisions in the First Schedule shall apply to the Board, the Bank, and the principal officers of the Bank. (2) The Minister may from time to time by order published in the Gazette amend the First Schedule with regard to— (a) the number of members of the Board specified in subparagraph 1(1); (b) the period of appointment of a director specified in subparagraph 2(1); (c) the frequency of meetings of the Board specified in subparagraph 5(2); (d) the number of directors specified in subparagraph 5(3), being the number at whose request a meeting of the Board shall be summoned; (e) the period of notice of meetings of the Board specified in subparagraph 5(4); (f) the quorum for meetings of the Board specified in subparagraph 5(6). Custody and control of property 6. The Board shall take such steps as may be necessary to take into its custody or under its control all property, effects, and actionable claims to which the Bank is or appears to be entitled. Devolution of rights and liabilities 7. (1) The Board shall for all purposes be deemed to be the Board of Directors of the Bank duly constituted under the Co-operative Societies Act 1993 and the by-laws of the Bank and shall be entitled to exercise all the powers of the Board of Directors of the Bank, 12 Laws of Malaysia ACT 202 whether such powers are derived from the Co-operative Societies Act 1993, the rules made thereunder, or the by-laws of the Bank; and any reference to the Board of Directors of the Bank in any written law or document shall be deemed to be a reference to the Board. (2) Subject to this Act, all powers, rights, privileges, duties, liabilities and obligation that, immediately before the commencement of this Act, were those of the previous Board shall, as from that commencement, devolve on the Board. Steps for the efficient management of the Bank 8. Subject to any directions of the Minister, the Board shall take such steps as may be necessary for the purpose of efficiently managing the business of the Bank. Submission of particulars by previous directors 9. (1) The Board may from time to time require any previous director to submit to it, within such time as it may allow, a signed statement of particulars concerning such matters relating to the affairs of the Bank as the Board may specify, including matters relating to— (a) the assets of the Bank; (b) the debts and liabilities of the Bank; (c) the debts and liabilities owing to the Bank; (d) the creditors and debtors of the Bank. (2) Any previous director who, without reasonable excuse— (a) fails, within the time allowed by the Board, to submit to the Board a statement as required by the Board under subsection (1) and signed by him; or Bank Kerjasama Rakyat Malaysia Berhad (Special Provision) 13 (b) in submitting a statement, fails to set out the particulars in the manner specified by the Board or omits certain particulars required by the Board; or (c) submits a statement containing any incorrect or untrue particulars, shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding two thousand ringgit or to imprisonment for a term not exceeding twelve months or to both. Power of the Bank to institute proceedings for damages and recovery of property 10. (1) The Bank may, if the Board is satisfied that it is necessary in the interest of the Bank or in the public interest so to do, institute such proceedings as it thinks fit for the recovery of damages for any fraud, dishonesty, or other misconduct, in connection with the management of the affairs of the Bank, committed by any person before the commencement of this Act, or for the recovery of any property of the Bank that has been misapplied or wrongfully retained by any person. (2) No director shall be personally liable for any costs or expenses incurred in connection with any proceedings instituted by virtue of this section. (3) Subsection (1) shall be without prejudice to any othe