Former PM Najib Razak testifies he was not a shadow director for SRC International, disputing claims he controlled the firm in a RM42 million civil case.
KUALA LUMPUR: Former prime minister Datuk Seri Najib Tun Razak has denied being a shadow director of SRC International Sdn Bhd. He testified in the High Court in a RM42 million civil suit filed against him by the company and its subsidiary, Gandingan Mentari Sdn Bhd.
Najib, 72, said he respectfully disagreed with the premise of the action. He argued the claim wrongly personalised institutional decisions and portrayed him as controlling the company’s affairs.
“The plaintiff (SRC) had wrongly interpreted SRC’s Memorandum and Articles of Association as giving me ‘ultimate control’ over the company,” Najib said in his witness statement. He stated the provisions merely involved shareholder consent on matters of national interest.
He emphasised that company management lay with its Board of Directors and officers under its constitution and the Companies Act. Any approvals from his public office came after board processes and did not make him a de facto director.
Najib argued there was no evidence the board acted on his instructions. He said records showed decisions were made through management proposals, board discussions and approvals by the Ministry of Finance Incorporated (MOF Inc).
“The suit also tries to turn the existence of certain MOF Inc minutes into evidence that I issued instructions to SRC,” he said. He added that shareholder minutes are not board directions and sit in a separate governance lane.
He also raised questions about the regularity and authenticity of some documents. Najib maintained that even genuine shareholder minutes cannot relieve directors of their duty to exercise independent judgment.
The former premier stated he did not instruct anyone to transfer SRC’s money to him. He said he did not know at the material time that the RM42 million allegedly originated from SRC.
“I did not use Nik Faisal, or anyone, as a conduit to dictate outcomes to the SRC Board or to orchestrate the RM42 million credits into my accounts,” Najib said. He added that any unauthorised representation of his instructions would have been contrary to proper governance.
SRC International had previously removed five of its former directors from the lawsuit. The High Court later granted Najib permission to issue third-party notices against them, including Tan Sri Ismee Ismail and Datuk Shahrol Azral Ibrahim Halmi.
The civil suit was filed in 2021. SRC and Gandingan Mentari are seeking a declaration that Najib is liable for the receipt of RM42 million.
They are also claiming damages for knowing receipt, dishonest assistance, misfeasance and abuse of power. The hearing before Judge Datuk Raja Ahmad Mohzanuddin Shah Raja Mohzan continues.
