Rather, it appears that they are attempting to mitigate their ongoing liability.
All the Independent Directors have stepped down citing personal commitments in the past week or so.
Zetrix AI Bhd, in an announcement to Bursa said it will take steps to fill the vacancies within three months.
The boardroom exits appears to coincide with broader corporate and financial pressures for the company.
While Zetrix AI Bhd has officially stated it is not technically insolvent, it is currently grappling with a severe and visible liquidity squeeze.
With core government concession revenues frozen and massive legal and tax liabilities pending, the board has a fiduciary duty and responsibility to find enough emergency cash flow to stay afloat.
The spate of resignation does not appear to support this notion.
There appears to be a deep, visible contradiction between the board's collective fiduciary duty to save the company and the individual survival instincts of the independent directors who walked away.
From a public and shareholder perspective, walking away quietly looks like an evasion of responsibility—essentially leaving the sinking ship without alerting the coast guard.
It cuts to the absolute heart of the moral and legal dilemmas of the independent directors.
If they believed that resigning first creates a clean, immediate legal break, they must not forget that they signed off on previous financial quarters thus they are legally complicit participants.
The Independent Directors should also not forget that a massive cheque to the government bounced during their tenure on the board.
In a public listed company, independent directors—especially those sitting on the Audit Committee—cannot legally or logically claim complete ignorance of liabilities mounting into hundreds of millions of ringgit.
Under corporate governance standards and Malaysian law, their defense of "being kept in the dark" of RM314 million in unremitted government funds and a surprise RM353 million tax penalty fails.
A sum of RM314 million in unremitted government funds does not accumulate overnight.
For an Audit Committee reviewing quarterly cash flow statements, bank reconciliations, and trade payables, a massive discrepancy between cash flowing into the company accounts and cash not flowing out to the government should have stood out as a screaming red flag.
If the management hid this, the independent directors failed in their basic duty to ask simple, probing questions about why these massive liabilities were ballooning on the balance sheet.
LHDN does not issue a RM353.13 million tax assessment as a sudden surprise.
Tax audits of this magnitude involve years of back-and-forth queries, letters of non-compliance, and formal dispute notifications regarding transfer pricing.
The independent directors were legally required to be briefed on material litigation and tax risks during every quarterly board meeting.
If they truly did not know, it means they were actively rubber-stamping executive reports without independently verifying the company's tax compliance status.
The attempt to pay the government with a RM231 million cheque that bounced requires board-level context.
Issuing a corporate cheque of that size typically requires specific board resolutions or high-level mandate approvals from the authorized signatories.
Independent directors cannot claim they were unaware that a massive, legally binding payment was being issued to settle a critical government dispute
By walking away now, the independent directors are not proving their innocence; rather, they are attempting to mitigate their ongoing liability.
FLK (leekhean.foo@gmail.com) is a content creator under the Newswav Creator programme, where you get to express yourself, be a citizen journalist, and at the same time monetize your content & reach millions of users on Newswav. Log in to creator.newswav.com and become a Newswav Creator now!
The User Content (as defined on Newswav Terms of Use) above including the views expressed and media (pictures, videos, citations etc) were submitted & posted by the author. Newswav is solely an aggregation platform that hosts the User Content. If you have any questions about the content, copyright or other issues of the work, please contact creator@newswav.com.
