Director Fee vs Director Remuneration in Malaysia.
In Sdn Bhd, directors may receive payment from the company. However, payments to directors are generally separated into two categories: director fees and director remuneration. Although both are paid to a director, they are not the same in purpose, approval process, and payroll treatment.
1) Director Fee
Director's fee refers to payment made to a person for acting as a director, meaning for their duties as part of the Board of Directors.
This includes:
· Attending board meetings
· Reviewing company matters and giving approvals
· Providing oversight on management decisions, and participating in strategic planning
Key characteristics of director fees
· Usually paid to non-executive directors (directors who are not employed by the company)
· Normally paid monthly, quarterly, or annually
· Required shareholders' approval at the general meeting
Payroll & statutory contribution
Director fees are usually:
· Taxable to the director
· Subject to PCB (monthly tax deduction) where applicable
· Not subject to EPF/SOCSO/EIS, because it is not an employment salary
2) Director Remuneration
Director remuneration is a broader term and usually refers to payments made to a director for working in the company, similar to a normal employee. This is common when the director is also a manager or runs the business daily.
This includes:
· Monthly salary
· Bonus / incentive
· Allowances (e.g., petrol, mobile, entertainment)
· Benefits-in-kind (e.g., company car, accommodation)
Key characteristics of director remuneration
· Usually paid to executive directors
· Paid based on an employment contract or management agreement
· Treated like normal payroll because the director is performing operational duties
Payroll & statutory contribution
Director remuneration is usually:
· Taxable as employment income
· Subject to PCB
· Usually subject to EPF + SOCSO + EIS, because it is treated as salary/wages
Conclusion
In summary, director's fee is for serving as a director on the board, while director remuneration is for directors who also work in the company as executives or employees. For an Sdn Bhd, both can be paid, but they should be clearly separated and properly documented for compliance and payroll purposes.
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