Election Procedure For Subsequent Director

Question 1

Subsequent director

Answer 1

Election Procedure for Subsequent Directors
The procedure for electing subsequent directors is outlined in Section 159. Here’s a step-by-step breakdown:

• Fixing the Number of Directors: Existing directors must decide on the number of directors to be elected at least 35 days before the general meeting. This number cannot be changed without prior approval from the general meeting.
• Notice of Meeting: The meeting notice must state the number of directors to be elected and the names of retiring directors.
• Notice of Contesting the Election: Members, including retiring directors, who wish to contest the election must file a notice of intention with the company at least 14 days before the meeting. They may withdraw their notice at any time before the election.
• Transmission of Notices: The company must transmit these notices to members no later than 7 days before the meeting, and in the case of listed companies, publish them in a daily newspaper with wide circulation.
• Elected Unopposed: If the number of candidates is not more than the number of directors to be elected, they shall be elected unopposed.
• Polling: During a poll, each member can cast votes equal to the product of their voting shares and the number of directors to be elected. They can allocate their votes to one or multiple candidates.
• Result of Polling: Candidates with the highest number of votes are declared elected, in descending order, until all director positions are filled.
• Equal Authority: Elected directors have equal authority, regardless of the number of votes they received.

For companies limited by guarantee without share capital, the election procedure is outlined in their articles ¹.