JUDGMENT

Mohd Arief Emran Arifi J:

A. Introduction

[1] This case exemplifies the importance of governance in publicly listed companies and how those who are entrusted with the powers of the Chairman of a publicly listed company and as the Chief Executive Officer/President of a publicly listed company may wrongly use such powers and position to their benefit.

[2] This case also signifies the importance of a robust board of directors who are aware of their duties and obligations and how a weak board could open doors and avenues for abuse. Thus, there is a clear need that publicly listed companies, especially Government-linked entities, to ensure that robust and accountable Directors are appointed to ensure that all internal processes are complied with and not abused.

[3] The claim revolves around the following issues:

Troika Units Acquisitions and Use

3.1 Whether it was the defendants that had caused the plaintiff to agree to purchase the Troika condominium units.

3.2 Whether the purchase of the Troika units was undertaken through the internal procedures of the plaintiff:

a) did the defendants cause the plaintiff to purchase the Troika units without due and proper regard to their market value and/or long-term appreciation of the properties?

b) did the defendants cause the plaintiff to acquire, renovate, furnish, and maintain the Troika units without due and proper regard for the costs and stipulations under the plaintiff's discretionary authority (DAL)?

c) did the defendants cause the plaintiff to purchase and undertake works on the Troika units contrary to the procurement policies and procedures of the plaintiff?

3.3 Whether the purchase of the Troika units was undertaken for an appropriate purpose:

a) did the defendants plan that the said units be bought for their use or to what was represented to the Board of Directors?

b) did the defendants obtain approval for the said units to be utilised by them?

c) did the defendants inform the Board of Directors and the shareholders of the plaintiff that they were using the said units?

3.4 Did the defendants use the Troika units purchased by the plaintiff? (Troika Unit A - 1st defendant and Troika Unit B - 2nd defendant)

3.5 Were the defendants involved in the furnishing and all the works undertaken by the plaintiff concerning the Troika units?

3.6 Whether the 2nd defendant failed to properly negotiate the terms of the lease of the MCB S500 and Brabus B50 which caused the plaintiff to be liable for the vehicle.

3.7 Did the defendants breach any of their fiduciary duties owed to the plaintiff concerning the acquisition and purchase of the Troika units?

3.8 Whether the plaintiff suffered any damages as a result of the breach of the fiduciary duties owed by the defendants.

3.9 Whether the defendants had breached the plaintiff's Code of Ethics and Conduct, the plaintiff's Board Charter, the plaintiff's Entitlement Policies, and other procedures laid down by the plaintiff.

3.10 Whether the defendants had breached their duties owed to the plaintiff either in common law, contract or as provided under statute and caused damage to the plaintiff.

Pool Cars

3.11 Whether the 2nd defendant has abused the pool car system set up by the plaintiff's board of directors.

3.12 Whether the plaintiff suffered any damages as a result of the abuse of the pool car system allegedly by the 2nd defendant.

Petrol Cards

3.13 Whether the 2nd defendant had caused damage to the plaintiff due to the abuse or wrong use of the petrol cards.

[4] The defendants' defence is summarised as follows:

The 1st defendant's defence

4.1 The 1st defendant was not involved in the discussions or deliberations pertaining to the acquisition of the Troika units.

4.2 The 1st defendant is not involved in the preparation, review, or approval process of the paper presented to the Board of Directors by the plaintiff's management dated 23 June 2014. The said acquisition was presented and prepared by the plaintiff's management/Exco without any input or involvement of the 1st de