THE High Court was told today that minutes of meetings signed by Datuk Seri Najib Tun Razak constituted mere approvals and were not formal, binding resolutions.
His counsel, Muhammad Farhan Muhammad Shafee, adduced that the former prime minister had consistently deferred the ultimate decision-making authority to the SRC International Sdn Bhd board of directors, in accordance with Article 117 of the company's Memorandum and Articles of Association (M&A).
"I would like to reemphasise that in almost all of the minutes executed by Datuk Seri Najib, they are either mere approvals or they are not resolutions.
"In some cases where the word 'resolved' is used, the last paragraph always contains a proviso that all decisions must be ultimately made by the board of directors.
“This is in line with SRC's M&A, which, of course, includes the duty to act in the best interests of the company," he said during the closing submission at the hearing of SRC’s USD1.18 billion civil suit against Najib and SRC's former chief executive officer Nik Faisal Ariff Kamil, who remains at large.
Muhammad Farhan further submitted that at no point did Najib assume absolute power, whether through the M&A or any shareholder resolutions said to have been issued in his name, reported Bernama.
“Datuk Seri Najib has always offered the board of directors the opportunity to make an independent, qualified decision," he said.
With the conclusion of these final arguments from all parties today, Justice Datuk Ahmad Fairuz Zainol Abidin will now deliberate and set a date to deliver his decision.
"I would like to thank the parties for their thorough submissions. I will need time to deliberate on the decision," said the judge.
Following a change in management, SRC initiated legal proceedings in May 2021, alleging that Najib had breached his fiduciary duties, abused power, and misappropriated company funds for personal gain.
SRC named Najib, and its former directors, Datuk Suboh Md Yassin, Mohammed Azhar Osman Khairuddin, Nik Faisal, Datuk Che Abdullah @ Rashidi Che Omar, Datuk Shahrol Azral Ibrahim Halmi and Tan Sri Ismee Ismail as defendants.
Subsequently, the company removed six names from the suit, retaining only Najib and Nik Faisal as the first and second defendants.
Najib has also named the former SRC International directors as third-party respondents.
The company's claim seeks, among other relief, a declaration of Najib's liability and compensation for USD1.18 billion in losses sustained from his alleged breach of fiduciary duties and trust.
It also seeks quantified damages of USD120 million from Najib and USD2 million from Nik Faisal Ariff Kamil for fraudulent breach of fiduciary duties and trust. – September 26, 2025
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