COMPANIES ACT - 1963 (ACT 179)

    Section - 137 - Division of Power between General Meeting and Board of Directors

    (1) A company shall act through its members in general meeting or its board of directors or through officers or agents, appointed by, or under authority derived from, the members in general meeting or the board of directors.

    (2) Subject to the provisions of this Code, the respective powers of the members in general meeting and the board of directors shall be determined by the company's Regulations.

    (3) Except as otherwise provided in the company's Regulations, the business of the company shall be managed by the board of directors who may exercise all such powers of the company as are not by this Code or the Regulations required to be exercised by the members in general meeting.

    (4) Unless the Regulations shall otherwise provide, the board of directors when acting within the powers conferred upon them by this Code or the Regulations shall not be bound to obey the directions or instructions of the members in general meeting.

    (5) Notwithstanding the provisions of subsection (3) of this section, the members in general meeting may,

    (a) act in any matter if the members of the board of directors are disqualified or are unable to act by reason of a deadlock on the board or otherwise;

    (b) institute legal proceedings in the name and on behalf of the company if the board of directors refuse or neglect to do so;

    (c) ratify or confirm any action taken by the board of directors; or

    (d) make recommendations to the board of directors regarding action to be taken by the board.

    (6) No alteration of the Regulations shall invalidate any prior act of the board of directors which would have been valid if that alteration had not been made.