Reasons on the appointment of director by board of directors
The board of directors can appoint a person to fill a casual vacancy.
Casual vacancy of the board of directors occurs due to:
- death of a director
- bankruptcy of a director.
The Malaysian Companies Act 2016 also gives the board power to appoint additional directors up to the number fixed by the Constitutions.
Appointment of the alternate director
Sometimes the articles allow a director to appoint an alternate or substitute director to act for him at any meeting which he is unable to attend, or to act for him during his inability to act as a director.
The person appointed as alternate or substitute director is placed in the same position as any other director.
However, in counting the statutory minimum number of directors of a company, the alternate or substitute directors are not counted.
A director of a public company may assign his office to another person if this is permitted by its articles or by an agreement between the company and any person empowering a director to assign his office. Such assignment of office requires a special resolution of the
company.
