Part VI: Office Holders in a
Chapter 1: Directors’
Appointment and Term of Office
Article A: Term of Office of Director and
219. (a) The number of directors shall be
prescribed in the articles of association; however it shall be sufficient for
the articles of association to prescribe the maximum and minimum number of
(b) At least one director
shall hold office in a private company.
(c) At least two External
Directors as provided in section 239 shall hold office in a public company.
Number of directors
220. The initial directors of a company shall be the directors appointed
by the founders of the company who have made the declaration provided in
section 8; the initial directors shall cease to hold office at the end
of the first annual general meeting, unless otherwise provided in the
articles of association.
221. A director shall commence his term of office
on the date of his appointment or on a later date if the articles of association
have a provision permitting an appointment that is to commence in the future.
Commencement of office
222. Directors appointed by the general meeting shall cease to hold
office at the end of the first annual general meeting held after the
date of their appointment, unless otherwise provided in the articles of
Period of office
223. A private company shall report to the
Companies Registrar the appointment of a director and of a director’s ceasing to
hold office within fourteen days of the date of appointment or of the date of
cessation of holding office.
Reporting of changes
224. The company shall keep a register at its registered office of the
members of the board of directors and of their substitutes, if
substitutes are appointed for them under the provisions of section
237. Such register shall be available for
inspection by any person.