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iii) How the directors of your company can avoid conflict of interest with the company and how they apply good business judgement in their decision making?

A conflict of interest usually occurs when the personal or professional interests of an affiliate’s board member or a staff member may affect their ability to put the welfare of the company before personal gain or when the board member or employee has an interest that could jeopardise their reliability. Members of the affiliate board are likely to be affiliated, both on a professional and personal basis, with multiple organisations in their societies, so it is not uncommon for real or possible conflicts of interest to occur. Conflicts of interest are not all illegal. They generate an impression of impropriety, however, which can undermine the public's confidence in the affiliate.

Common examples of conflicts of interest are

a.       Financial interest per member of the board. A conflict of interest may arise if, for example, a member of the board votes on a contract for the sale of land to an affiliate by a company owned by a member of the board or provides services to an affiliate in return for payment. Conflicts of interest may also occur for officers, directors, or trustees when setting up compensation or benefits.

b.      Jobs outside. If the interests of one job contradict one another, it will be a conflict of interest for a key employee of an affiliate to take a job with another organisation. For instance, an executive director or director of growth works with two non-profits with conflicting interests.

For any human being, decision making is a regular practise. There's no exception in that respect. Decision making is a habit and a process when it comes to business organisations as well. Efficient and successful decisions benefit the business and losses are made by poor ones. Therefore, the most important process of any corporation is the organisational decision-making process. We select one course of action from a few potential alternatives in the decision making process. We can use several instruments, techniques and perceptions in the decision making process. Furthermore, we can make private decisions of our own or may choose a collective decision. Usually, decision making is complicated. Most business decisions require some degree of frustration or disagreement with another individual.

Steps of Decision Making Process

Following are the important steps of the decision making process. Each step may be supported by different tools and techniques.

We select one course of action from a few potential alternatives in the decision making process. We can use several instruments, techniques and perceptions in the decision making process. Furthermore, we can make private decisions of our own or may choose a collective decision. Usually, decision making is complicated. Most business decisions require some degree of frustration or disagreement with another individual.

STEP 1: Define the decision which will be taken. You know it is important to make a decision. A number of factors can cause your awareness: the need to announce a major, the pressure from friends and family to make a vocational choice, or a general sense of frustration or discomfort. Then you go through an internal phase of trying to clearly define the essence of the decision that you have to make.

STEP 2: Collect knowledge that is important. Most decisions require relevant information to be gathered. In this stage, the real trick is to know what data is required, the best sources of information, and how to get it. Via a self-analysis process, some information must be sought from inside you; other information must be sought from outside of you-books, individuals, and other sources.

Stage 3: Assess alternatives. You will possibly find two or three potential directions of action via the information collection process. To create new alternatives, you can may use your imagination and knowledge.

Phase 4: Proof Weighing. To imagine what it would be like if you carried out each of the alternatives to the end, draw on your knowledge and emotions. By using each alternative, you must decide whether the issue or need found in Phase 1 can be supported or solved. You will finally be able to put the options available in priority order, based on your own value system.

STEP 5: Choose between alternatives. When all the proof has been weighed, you are able to pick the option that seems to be better suited to you. A mixture of alternatives can also be chosen.

STEP 6: Take steps. You are now taking some positive steps to incorporate the option you are choosing in Step 5.

STEP 7: Study the decision and the implications. "You witness the consequences of your decision in this phase and determine whether or not it has "solved" or helped to solve the issue in Step 1. If you do, you should stick with the decision. If not, in order to make a new decision, you should repeat those steps of the procedure.

iv)  Two (2) good ethical business practices in your company? How do you encourage your employees to display good ethical business practice in the company?

Business ethics is the study of acceptable business policies and procedures on potentially contentious issues such as corporate governance, insider trading, corruption, sexism, corporate social responsibility, and fiduciary duties. Company ethics are always guided by the legislation, but corporate ethics at other times offer a clear guideline that organisations may choose to follow to achieve public acceptance.

Firstly, Levi Strauss and Social Responsibility. Initiatives on social responsibility can be a perfect complement to the ethical business practises. By developing a new part of their business called Levi Strauss & Co., Levi has built a positive culture of ethical social responsibility. The Collaboratory. This is a three-day fellowship programme that seeks individuals to work on social or environmental solutions for their organisations that have a positive effect on the apparel industry. Lastly, Microsoft Standards of Business Conduct Training. Microsoft workers must complete their Standards of Business Behavior training on an annual basis. This keeps workers up to date with any improvements in their ethical actions and allows them in each of their positions to continue to be ethical leaders. Companies will ensure that their workers have a comprehensive understanding of their ethical values by doing training like this once a year. It will provide greater applicability for the employees to make these training courses more about "values" and less about just compliance, as well as more about the position and responsibilities of "individuals."

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EBF3343/EBM3113 BUSINESS LAW GROUP PROJECT (e-PORTFOLIO)

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EBF3343/EBM3113 BUSINESS LAW GROUP PROJECT (e-PORTFOLIO)

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koPART A: BUSINESS AND GROUP MEMBER DETAILS
Private Limited Company
Company name : Ice World Sdn Bhd
Product : Organic Ice Cream
Group members :
1.Nur Shafiqah Asyikin Hazukki (67218)
2. Mohd Khaidir Bin Aris. (68593)
3. Nur qistina sofia binti Abdullah (66586)
4. Varenda Temi Anak Linson (67990)
5.Jacquelyn Bayak Lechok (66210)
6. Nur Syahirah Binti Tinggal (67236)
7. Syairah Amirah Binti Hj Manan (67858)

PART B: COMPANY DETAILS
INTRODUCTION

a)
A corporation is called any voluntary group of individuals registered as a company and established for the purposes of any common item. However, a partnership is the arrangement between two or more parties who have decided to share the profits of a corporation carried on by both or any of them who work for both. As a firm, the partners are collectively named.

1. Laws
A company is regulated and controlled by the Companies Act. But the Partnership Act, 1932, regulates a partnership company.
2.Number of members

A private corporation should have at least 2 members and can have a maximum of 50 members. There should be a minimum of 7 members for a public corporation and there is no upper limit. But in the case of a banking company, a relationship should have a minimum of 2 and can have a maximum of 20 people 10.
3.Registration
A company should be legally registered under the Companies Act. Its composition is very complicated. But under the Partnership Act, the registration of a partnership company is not compulsory. The firm is focused on the deed of partnership. Its development is quite easy.
4.Contract
A member of a business may enter into a contract with the same business. But it is not possible for a business partner to enter into a deal with the same collaboration firm.
5.Liability
In the case of a limited company, the maximum liability of the shareholders is limited to the nominal value of the stock bought by them. In the case of undertakings restricted by guarantee, the shareholders' liability shall be up to the amount assured by them. Except for a relationship. The partner's liability is indefinite. The partners are collectively and severally responsible for all of the partnership firm's debts.

b) Explain the essential requirements of a company.
Organic ice cream in Kuching, Sarawak, is a private company. This private corporation has been set up to boost the reputation of businesses. Organic ice cream was previously a partner company consisting of 7 members. But for a few reasons, Organic Ice Cream wanted to change to a private limited company. The first explanation why organic ice cream has moved to a private limited company is that buyers, sellers and speculators are now finding trust in the company in which they operate. Thousands of small, regional companies with brand names reflect the private label market that you might not see available at your local grocery store. This sector is made up of small to medium-sized and independently owned businesses that market and sell their ice cream goods and have them manufactured by a co-packer, also known as an external dairy manufacturer.

These products are made to your specifications and to the highest standards of quality. We are proud to be one of the country's first ice cream businesses to receive SSM certification, the highest achievable level of food protection and food quality in the industry. Organic ice cream will help you create your next frozen dessert line. There is most often no trustworthy evidence of a company's existence, it makes it difficult to open up a financial balance, to attract common customers, or to get merchant credit. When beginning a private limited company, the company's records, such as company names, date of incorporation, registered office address, company status and other details, can be found in a publicly searchable database. This aspect makes it easy to confirm the existence of the company, enhancing business validity.

Another explanation is to pursue multiple possibilities. Enterprises that start as many of the prospects ahead would be difficult for owners or associations to explore, since they are not considered independent legal entities and are related to promoters. In turn, starting a private limited company would allow the organizer to explore different possibilities as the company expands over time.

c) The restriction on the choice of name which a company may be registered.

Our business name for this project is Ice World Sdn Bhd and the product is Organic Ice Cream. In compliance with Section 25(1) of the Companies Act 2016, for a private company, the name of a company shall end with the term 'Sendirian Berhad' or the abbreviation 'Sdn. Bhd. A company should ensure that the availability of the name of the company that is available is not unwanted or undesirable, identical to an established company, business or company, identical to a name reserved under the Companies Act or the name of the kind that the Minister ordered the Registrar not to allow for registration. The procedure of changing the name according to the Companies Act 2016, with the following order in section 28:

i.An individual shall send an application to the Registrar to confirm that a proposed name is available.

Any business wishing to register in Malaysia must first apply for a company name searches either for the incorporation of a new company or for a change in the company name, and if it is not recognized as a company, the company name will be accepted by letter of approval. Released by the Company Registrar (SSM). Within one month of the date on which the name is given, the name of the authorized company must be registered as a company. The Secretary of the Company assigned to the Office of the Companies Commission of Malaysia will oversee the registration of the company or the change of name of the company. The search process for names was developed using PNA Type 422 (please refer to Appendices). Owners only or owners only, a search name can be created by partners. There are names that can be used by an organization on PNA Form 42.

ii.If the registrar is satisfied that the name proposed is a name which is not protected by subsection 26(1), the registrar shall confirm that the name proposed is available.

iii. An person may apply to the Registrar for a name reservation, such as the name of the proposed company prior to its incorporation, or the name to which the company intends to change its name in compliance with section 28.

iv. If an individual is aggrieved by the Registrar's decision under subsection (2), he can, within thirty days of the date of the Registrar's decision, Appeal to the Minister, the judgment of which shall be final.

If after 30 days from the date of issuance of the company name approval letter, no registration action is taken, the approved name will be cancelled and a new name search application must be made.

APPLICATION FOR INCORPORATION AND EFFECT INCORPORATION

For incorporation based Companies Act 2016, there are two types of incorporation company; private corporation and public corporation. For private corporations at least one (1) owner who, by making his principal place of residence in Malaysia and one (1) promoter, is ordinarily resident in Malaysia. On the other hand, for public corporations at least two directors who, by getting their principal place of residence in Malaysia and a minimum of one promoter, typically live in Malaysia.
Moreover, the effect incorporation is, once the corporation is licensed and the company registrar gets a registration certificate, the company is made a corporate entity and enjoys three amenities. These three installations are recognized as three corporate results. These three consequences are:

the corporation becomes a distinct legal body from and employees of the company

It can claim and be charged under its own name

It can own and sell real estate.

So, the application for incorporation can be done by application for registration of a company form ;
https://padlet.com/jai935107/aem2vvb7qvb81o5y

What happens if all the requirements relating to the registration for
incorporation of your company has not complied?

Based on the Companies Act 2016, the registration can be canceled
and could order a corporation to modify the name of the company if it has
fairgrounds to suspect that such a name should not be registered in
Section 29, CA 2016). In order to comply with the direction of the registrar,
the business has 60 days. In the event that the business does not comply
with the guidance, the Registrar may adjust the name of the company to
the registration number of the company or any other name given by the
Registrar.

CHARACTERISTICS OF COMPANY

Private Limited Company (Sdn. Bhd.) is a legal entity and a juristic person established under the Companies Act 2016. Hence, a company has a range of legal capacities including opening of a bank account, hiring of employees, taking on equity or obtaining licenses and more as an independent corporate entity. The members (Shareholders/Directors) of a company have no personal liability to the creditors of a company for company’s debts. . Private Limited Company (Sdn. Bhd.) being an artificial person, can acquire, own, enjoy and alienate, property in its name. The property owned by a company could be machinery, building, intangible assets, land, residential property, factory, etc., No shareholder can make a claim upon the property of the company – as long as the company is a going concern.

At common law, a limited company shall not return its capital to its members. However the CA 2016 has prescribed some exceptions to this general principle.

Reduction of capital
Section 115 provides that a company may reduce its share capital following the procedures prescribed in the section unless its constitution provides otherwise. According to s115, a company may reduce its capital by either (1) a special resolution supported by a solvency statement from all directors; or (2) a special resolution confirmed by the court.

Share buyback
Generally, a company is not permitted to purchase its own shares or that of its holding company (s123 and 22) unless it is (1) a redemption of preference shares (s72); (2) a cancellation of shares (s. 116 and 177); (3) a share buyback by public listed companies (s127); or (4) a remedy awarded by the court in a case of oppression (s346).

Financial assistance
Section 123 CA 2016 also does not permit a company to give any financial assistance for the purchase of its own shares or that of its holding company. There are exceptions prescribed in s125 and 126 namely (1) where the lending of money is part of the company’s ordinary business; (2) where it is for a trust scheme for employees; (3) where the financial assistance is given to employees for their own benefit; (4) where the company is regulated by written laws relating to a bank, insurance or takaful or which are subject to the supervision of the Securities Commission; or (5) where the company is not a public listed company and it has complied with the conditions listed in s126.

Dividend
In the CA 2016, the dividend rule is found in s131. It has two principles – ie (1) the dividend is to be paid out of the company’s profits; and (2) the dividend should not be paid if the payment will cause the company to be insolvent. As the directors are the ones who authorise the payment of dividends, they must be satisfied that the company will be solvent after the distribution is made.

Section 133(2) provides for the liability of the director and manager who wilfully paid or permitted to be paid dividends out of what they knew to be not profit. They are liable to the company to the extent of the amount exceeding the value of any distribution of dividends that could properly have been made.

The CA 2016 also prescribes the new liability imposed on the member. Section 133(1) states that the company may recover the amount of distribution received by a shareholder which exceeds the amount which could properly have been made unless the shareholder (1) has received the distribution in good faith; and (2) has no knowledge that the company did not satisfy the solvency test

Private Limited Company (Sdn. Bhd.) has ‘perpetual succession’, meaning uninterrupted existence until it is legally dissolved. A company being a separate legal person, is unaffected by the death or other departure of any member and continues to be in existence irrespective of the changes in ownership.

Besides, Ice World Sdn Bhd also have to fulfill the characteristics as follows:

It is a company limited by shares (section 42(1))

It has not more than 50 shareholders (section 42(1))

It restricts the transfer of its shares (section 42(2))

It cannot offer its shares or debentures to the public (section 43(1)). Under section 15(1) of the CA 1965, a private company was prohibited from inviting the public to subscribe its shares or debentures

It cannot allot shares or debentures with a view of offering them to the public (s43(1)). This prohibition was not found in the CA 1965

It cannot invite the public to deposit money with the company (s43(1)).

NATURE OF COMPANY'S CONSTITUTION

The company’s Constitution previously known as the Articles and Memorandum of Association is a legal document which sets out the objects and powers of a company and also governs the internal affairs and management of the company.
In addition, the Constitution of the company also serves as a contract that binds the company, its owners, and also the directors, and may include agreements and procedures that they should comply with. The Constitution has a larger and more binding legal impact in that context than a Shareholders' Agreement that does not bind directors who are not party to the agreement.

1. The name of company is ICE WORLD SDN BHD and;
a) The registered office of the Company shall be situated in Malaysia.
b) The liability of the members is limited
c)  The shares in the original or any increased capital may be divided into     several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise

d) Subject to the respective rights, conditions and conditions referred to in clause 1(c) above, the Company shall have the power to increase or decrease capital, to combine or subdivide the shares into shares of larger or smaller amounts, or to divide the shares into shares of larger or smaller amounts.

2. Company's Objects
The Company shall be completely capable of carrying on or engaging in any business or operation, performing any act or entering into any transaction, and the Company shall have all the rights, powers and privileges provided for in Section 21 of the Act. Section 21 CA 2016 states that any undertaking or operation must be capable of being carried out or conducted by a corporation. However, if the company has a constitution specifying the objects of the company, s35(1) provides that the company is prohibited from carrying on any business or operation which is not within those objects.
- On the basis of the provisions of the Act, specifically s21 and 39, that a third party dealing with a company can presume that the company is fully capable of carrying on or carrying on any business or operation.
- No person shall be considered to have notice or knowledge of the contents of the constitution or of any document (other than fees) relating to a business registered with the ROC or available for inspection at the registered office of the company.

MANAGEMENT OF THE COMPANY

I. The duties of director and company secretary.

Director
Duty to exercise reasonable care, skill and diligent. Provided under 213(2).  According to the expertise, abilities and experience they currently have, a director would work. There is, however, a fundamental degree of skill that is to be expected from all members of the board; but there is also a higher expected quality of those of any exceptional talent or experience.

Duty to make disclosure. The duties of directors to the company do not interfere with any interests that they may have or obligations that they owe to others. Transparency is important in their transactions and partnerships. There are the concepts outlined in this section behind the legislative duties. Adhere to the constitution of the company and meet with the policy and assigned duties of the company, including the partnership articles and larger constitutional issues, such as shareholder/joint venture arrangements. Reject Benefits from Third Parties. This duty based on Section 219(1)-219(5) and Section 219(6) and 219(7) for punishment.

Duty to promote the company's success. In order to garner longevity and business scalability, consistently practice the propagation of the company's ideals and performance. For the benefit of its members as a whole, a director of a corporation must behave in the manner they think, in good faith, would be more likely to encourage the company's success.

Duty to carry Out Independent Judgement. Use critical discretion, carrying the burden and responsibility of making independent choices. The constitution/agreement of the company, however, must also be obeyed.

Declare Interests in Proposed/Existing Transactions/Arrangements with the Company.

Company Secretary

Maintain the Company’s Statutory Books. This includes a directory of past and current directors and secretaries, as well as a registry of all owners and of all shareholdings (past and present). Secretaries must also keep a registry of all charges on the securities of the company and a register of debenture holders as well. In addition, the minutes of general and board sessions need to be preserved by secretaries.

File Annual Returns at Companies House.

Arrange Meetings.  Meetings of directors and shareholders must be managed by a business clerk. This includes knowledgeable and systematic announcements of events, the planning and compilation of the agenda, the distribution of related documentation and the recording of company transactions recorded at meetings (as well as any decisions taken).

Ensure the Security of the Company’s Legal Documents.

II The function of other officers of the company as well
Chief Operation Officer

-Walking around the corporation to monitor and get a first-hand look at operations

-Talking to individual managers and workers

-Hiring and promoting employees.

-Determining priorities for products, services, and projects

-Determining the corporation's staffing and material resources

Chief Financial Officer

-Developing processes and procedures for all financial activities

-Making sure that the company follows all the necessary financial laws and regulations

-Creating the internal controls for both cash and credit management

Chief Information Officer

- Manage all the technology requirement of the organization.
-Developing and managing IT budget.
-Strategizing and implementing technology that results in company growth.
-Representing company at conferences and networking events

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a) NUR SHAFIQAH ASYIKIN HAZUKKI (67218)
Contrary to the popular belief, studying Company Law (CA) can prove beneficial to us as business students, irrespective of the career path that we choose to pursue. Whether we intend to join our family business or take up a managerial post in a major organization or even set up our own venture the knowledge of company law can prepare them for a successful and rewarding career. Contracts and legal agreements are an integral to smooth business operation. We possessing in-depth knowledge about CA are able to better understand the terms and conditions of these contracts and access whether or not these can prove advantageous for the business. We can even suggest our legal team to make the appropriate changes to eliminate any terms that might seem conflicting with our business interests.  This makes it possible for us to protect and defend our business against any unlawful actions taken by other businesses or individuals. This information can also be use to keep the organization protected from harassment by its own employees.

b) SYAIRAH AMIRAH BINTI HJ MANAN (67858)
Nowadays, there are many kinds of businesses in the industry, such as Limited company, limited company guarantee and unrestricted business. Each business will have its own name and Ice World Sdn Bhd is the name of our company. When the company selects the name for the business, it must be connected to the service given since the name itself gives the company's. It starts from a company's idea name or it's better to make it easier for consumers to grasp what we're about to tell them. It means the detail and the plan to make it easier for the customer to remember the company name must be the correct name for the company. As we know, "Sdn.Bhd" stands for the short-term "Sendirian Berhad" private company. This business is divided from its shareholders by a limited company, which means that the company is perhaps deemed to be a legal individual who can purchase or sell land, enter into legal contracts, prosecute or sue in the courts of law.

c) VARENDA TEMI ANAK LINSON (67990)
Nowadays, many people want to venture into business. As a Marketing student, I am also interested in venturing into business. By studying the field of Company Law, it has benefited students to know the types of business and contract law related to business. This can pave the way for business students to venture into business. A contract contains two elements which are an agreement and legal obligation. Legal obligation requires that the contract is enforce by law. Agreements to engage in unlawful acts. Our company name is Ice World Sdn Bhd. It is a private company because the name of the company consist "Sdn Bhd". From the assignment, we can get more information about how we create a good company with follow the right law and be more sensitive in running a company. With this assignment we can plan the business trip better and succeed in the future. This assignment also teaches us how to form a company.

d) Nur Syahirah Binti Tinggal (67236)
What I have learned about company law is, can increase knowledge to overcome problems that arise while at work. It can also help us increase our self-confidence in our abilities. In addition, it can also create a more disciplined attitude, responsible, decision-making and able to test self-confidence in making decisions to solve a problem faced. The important thing to learn is the rules that have been set. Law is related to morality inasmuch as law is subject to and cannot contradict moral principles, To help them make informed decisions, it is necessary for business owners and managers,to have a basic understanding of business law. In the life of a business, it will do most of the things an individual can do, and we need laws to regulate those activities. A corporation can purchase and sell land, sue and be sued, enter into agreements, hire and fire worker. In conclusion, Following are the important steps of the decision making process. Each step may be supported by different tools and techniques.

e) Mohd Khaidir Bin Aris  (68593)
According to this study, there are various knowledge that I got it from here. First, in incorporating a company, our company is Ice World Sdn. Bhd. will be integrated with more nuances than you are trained for. Such a choice cannot be made easily, since if we have taken the dip, there is no going back. On the other hand, we need to check what other founders had to suggest regarding joining a market before we begin to submit articles of incorporation. It is good to read the perspectives that others had before and it will help promote legal change within our business.
Moreover, this study also I learn how to generate a company/business by using rules of law in Malaysia. To generate a business, we must get a lot of knowledge before we do for the next level especially in rules of law in Companies Act 2016 especially in incorporated company.

f) Jacquelyn Bayak Lechok (66210)

What that I learned about the company law is type of company that is limited company (Sdn Bhd or Bhd) and unlimited company. In this country, as elsewhere, company law has contributed to a great deal. Previously, these incorporation rights and limited liability were given to encourage a group of capitalists to embark on a reckless journey without taking on the responsibility of legal responsibility. In the second half of the nineteenth century, there's an established commercial a need certain steps adopted by the different Companies Acts.However, regardless of the rigidity with which the courts have been enforcing the definitionof the business body since the calamitous case in Saloma v. Saloma & Co., Ltd.,.It is a sole proprietor in such a group of traders who is almost tempted by regulation to perform their business in the form of a limited partnership. But this does not entail any legitimate business risk and since no outside funding is necessary.  Have knowledge and information about the business law help us to success in our own business or joining other business. It is easy to us to hander or control any business.

g) Nur Qistina Sofia Binti Abdullah (66586)

What I have learned from this study is, can demonstrate the understanding of the basic concepts related to company's constitution. From this understanding we can apply this knowledge to workplace/employment situations. Next is, in the future we can know the constitution of the company has effects on the relationships between the directors and the shareholders. From the article for companies state; the directors are responsible for the management of the company's business, and exercise all the company's powers. Among others, for group reflections they perform effectively in a group it is important to understand and manage group processes properly. By the way, we gave a chance to everyone to contribute their ideas about assignment. By using this approach we improved our group work a lot.