Election of Directors of Profit Company’s

Section 68(1) of the Act provides that each director of a profit company [other than the first directors or a director contemplated in Section 66(4)(i) or (ii)] must be elected by the persons entitled to exercise voting rights in such an election, to serve for an indefinite term, or for a term as set out in the MOI.

Section 68(2) of the Act provides that unless the MOI provides otherwise, in any election of directors of a profit company, (a) the election is to be conducted as a series of votes each of which is on the candidacy of a single individual to fill a single vacancy with the series of votes continuing until all vacancies on the board at that time have been filled and (b) in each vote to fill a vacancy, (i) each voting right entitled to be exercised may be exercised once, and (ii) the vacancy is filled only if a majority of voting rights exercised support the candidate.

King 111 recommends that the majority of Directors should be non-executive directors so as to ensure that the Board operates independently and is not an extension of the day to day management of the company.

Prior to accepting an appointment, a Director should carefully consider whether (s)he has the necessary expertise to act as a Director, given the size, nature and complexity of the company.

Decisions of the Board shall be valid even if the number of directors is below the minimum set out by the Act or the MOI.  A director may be appointed on a temporary basis.