Badlisyah bin Abdul Ghani v MARA Corporation Sdn Bhd

Appellant(s): Badlisyah Bin Abdul Ghani

Respondent(s): MARA Corporation Sdn. Bhd.

• YA Datuk Wong Kian Kheong
• YA Dato' Ahmad Kamal Bin Md. Shahid
• YA Dato' Ahmad Fairuz bin Zainol Abidin

• The respondent, an investment holding company, sued its former Group Chief Executive Officer (the appellant) for breach of contractual, fiduciary, and statutory duties.
• The appellant was alleged to have exceeded his authority by hiring 25 employees without board approval, unilaterally amending human resource policies, and misrepresenting the employment status of certain candidates to the board.
• The High Court found the appellant liable for the breaches and ordered him to pay damages and indemnify the respondent for costs arising from industrial actions taken by the affected employees.

• Whether the appellant acted in breach of his fiduciary and statutory duties under section 213 of the Companies Act 2016 by acting beyond his delegated authority and failing to act in the best interest of the company.
• Whether the appellant’s unilateral amendment of internal policies and hiring decisions constituted a valid exercise of his powers as the Group Chief Executive Officer.
• Whether the damages awarded by the High Court, including indemnification for potential industrial relations liabilities, were legally sustainable as losses arising from the appellant's breaches.

• The Court dismissed the appeal, affirming that the appellant had breached his fiduciary and contractual duties by acting in excess of his authority and failing to obtain necessary board approvals for significant financial commitments.
• The Court applied the combined subjective and objective test for directors' duties, concluding that an honest and intelligent person in the appellant's position would not have reasonably believed his actions were in the company's best interest.
• The Court held that the trial judge’s findings of fact were supported by evidence and that the damages awarded were a direct and foreseeable consequence of the appellant’s wrongful conduct, warranting no appellate interference.