KUALA LUMPUR: Directors who disagreed with the direction of SRC International Sdn Bhd were free to leave the company, Datuk Seri Najib Razak told the High Court.

He referenced the departure of former 1Malaysia Development Bhd (1MDB) chairman Tan Sri Mohd Bakke Salleh, who stepped down from the sovereign wealth fund in 2009 to signal his dissent.

"If you're a board member and disagree with the company's decisions or what you believe are government directives, then resigning is within your rights. I'm contemplating the extreme scenario," he said.

Mohd Bakke had testified during the 1MDB corruption trial that he left after suspecting irregularities within the fund's operations.

Najib made these remarks while being cross-examined by lawyer Datuk Dr Gurdial Singh Nijar, representing former SRC director Datuk Suboh Md Yassin in a lawsuit against Najib and ex-CEO Nik Faisal Ariff Kamil.

Gurdial questioned Najib about a RM2bil transfer out of SRC and expected actions of the directors following an instruction allegedly approved by Najib as SRC's sole shareholder.

Najib said investments must have warranted the transfer and added that directors at odds with SRC's decisions had the option to resign or discuss their disapproval directly with him.

"Look, I disagree with the actions you’re asking us to take'. Such matters warrant discussion and resolution. As Prime Minister, I would not act against the company's interests since I have taken an oath under the Constitution to protect them," he said.

In May 2021, SRC's new management initiated legal proceedings claiming that Najib breached trust, abused power, misappropriated funds and personally benefited from the company.

The suit originally named Najib alongside former directors Suboh, Mohammed Azhar Osman Khairuddin, Nik Faisal, Datuk Che Abdullah @ Rashidi Che Omar, Datuk Shahrol Azral Ibrahim Halmi, and Tan Sri Ismee Ismail.

It later focused on Najib and Nik Faisal as the primary defendants, while the other former directors were brought in as third-party respondents.

SRC is seeking damages, interest, legal costs, and a declaration that Najib is liable for the company's losses due to breaches of duty and trust, demanding he repays the US$1.18bil in incurred losses.

The company also seeks US$120mil and US$2mil from Najib and Nik Faisal, respectively, for fraudulent breach of fiduciary duties and trust.

The trial continues before Justice Ahmad Fairuz Zainol Abidin.

https://www.thestar.com.my/news/nation/2024/10/21/directors-at-odds-with-src-could-have-resigned-high-court-told