(a) ABC Sdn Bhd wishes to appoint the following persons as directors:(i) Jessie, a retired professor of corporate governance at the University of Corporate Values, in South Africa. She is a citizen of South Africa and currently resides there. (3 marks)(ii) Joe, a Malaysian, who had been declared bankrupt by the High Court six years ago. He has a reputation for being an excellent corporate manager and has a track record of reviving and transforming ailing companies into very profitable ones. (3 marks)Required:Advise ABC Sdn Bhd whether there would be any legal obstacles to the appointment of Jessie and Joe as directors of ABC Sdn Bhd.Note: The mark allocation is shown against each part.(b) XYZ Sdn Bhd (XYZ) recently entered into a contract with LMN Building Contractors Sdn Bhd (LMN). This was for the building by LMN of a factory for XYZ.The decision to award the contract to LMN was made three weeks ago at a meeting of the full board of directors of XYZ.One of the directors of XYZ, Ben, is also a substantial shareholder of LMN. Ben did not disclose this fact to XYZ, or its board. A further fact was that although Ben was present at the board meeting at which the decision to award the contract to LMN was made, he remained silent throughout the meeting and did not vote on the matter.Yesterday XYZ discovered Ben’s shareholding in LMN and seeks your advice as to whether it may avoid the contract with LMN.Required:Advise XYZ. (4 marks)
