PUTRAJAYA: Majlis Amanah Rakyat Corporation (Mara Corp) former chief executive officer Datuk Badlisyah Abdul Ghani has failed in his bid to overturn a court order requiring him to pay RM3.4 million to the company for breaching his contractual, fiduciary and statutory duties.
A three-member Court of Appeal panel, led by Datuk Wong Kian Kheong, upheld the High Court's decision against Badlisyah, finding no reason to interfere with the lower court's findings.
The other members of the panel were Datuk Ahmad Kamal Md Shahid and Datuk Ahmad Fairuz Zainol Abidin.
On May 20, 2024, the High Court ordered Badlisyah to pay Mara Corp RM3,468,215.42 and indemnify the company against expenses arising from industrial relations claims involving former employees.
Badlisyah was appointed Mara Corp chief executive officer on Sept 8, 2020, but was suspended from duty on Nov 19 that year before being terminated with effect from Jan 12, 2021.
The case centred on two main issues — Badlisyah's hiring of 25 employees without the required approval from the board of directors and his misrepresentation to the Board Nomination and Remuneration Committee (BNRC) concerning four employees.
Twelve of the employees were appointed to senior director positions, which the court found were beyond Badlisyah's authority.
Court questions hiring of 25 employees
Ahmad Kamal, who wrote the grounds of judgment dated Aug 12, said the hiring of 25 employees within a short period raised serious concerns.
"The short span of two months of hiring the 25 employees within just two weeks from commencement of the appellant's employment on Sept 8, 2020, sparks grave suspicion.
"It clearly shows the appellant could not have exercised his mind appropriately when dealing with the same.
"The timing, haste and surreptitious manner of the hiring of 25 employees could not have been made within the reasonable scope of carrying on the business of Mara in good faith," he said.
The court said the 25 appointments cost the company about RM9.4 million a year in salaries, noting that Mara Corp's approved emolument budget for 2020 was only RM1.799 million.
It also found that Badlisyah had exceeded his authority by hiring or extending the employment of the 25 employees without prior recommendation from the BNRC and approval from the board.
Kamal agreed with the High Court that Badlisyah had wrongly approved an internal memo that effectively expanded his authority to appoint senior directors.
He said Badlisyah's attempt to expand his authority through an internal memo was invalid, as the company's Limits of Authority could only be amended by the board.
Court upholds misrepresentation finding
The court also upheld the finding that Badlisyah had misrepresented the status of four employees during a BNRC meeting on Nov 2, 2020.
During the meeting, he proposed the four employees for senior positions and told the committee that they were "ready to join Mara Corp".
However, the court found that the four had already been engaged by Mara Corp, even though the positions were still being considered by the BNRC and had yet to receive board approval.
The Court of Appeal also ordered Badlisyah to pay RM50,000 in costs to Mara Corp.
Lawyers Jack S'ng, Chng Keng Lung, Irene Wong and Sarah Tham appeared for the company, while Badlisyah was unrepresented. - NST
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