JUDGMENT
Introduction
[1] In the two related appeals heard together before us, we dealt with the recurring question of whether an individual who is a company Director could be an employee of the company at the same time. We affirmed that the answer is in the positive, which is a position that is already well-settled.
[2] This judgment examined the key issue raised in these appeals - the applicability of the employer-employee or superior-subordinate relationship to the context of a Directorship, especially for individuals performing such dual roles.
[3] In the final analysis, we unanimously found no errors in the judgment of the Court of Appeal, which, in overturning the decisions of the lower courts, had determined that the two respondents who were company Directors of the appellant company were also its employees and that as employees, they had been unlawfully dismissed. For the reasons hereinunder contained, we affirmed the decision of the Court of Appeal and dismissed the appeals.
Key Background Facts
[4] The two appeals were heard together, as they were in the courts below, since both concerned the same issues. Appeal 198 was filed by the respondent herein, Woon Kim Choy ("Mr Woon"), and Appeal 199, the other respondent, Chang Heng Keong ("Mr Chang"), both of whom, together with Lim BH ("Mr Lim"), were the three promoters of the appellant company, Acexide Technology Sdn Bhd. The 2nd Appellant on record in these appeals is the Industrial Court, which is a nominal party and takes no part in these proceedings. References to the appellant or the appellant company in these grounds of judgment therefore concern Acexide Technology Sdn Bhd.
[5] Primarily involved in the business of installation and maintenance of fire fighting systems, trenchless technology and transportation, on the appellant company's incorporation in 1996, each of the three promoters, not untypically, became shareholders as well as Directors of the company. At the material time, and presently, Mr Lim, together with his son, Jovin, are the majority shareholders of the company, owning 54% of the entire share capital of the company. Mr Woon holds 10% and Mr Chang, 36%. Importantly, company documents also referred to Mr Lim, Mr Woon and Mr Chang as the Managing Director, the Technical Director and the Project Director of the appellant company, respectively.