| Commentary

18 Alternate directors

| Commentary

18 Alternate directors

Although a director’s appointment is personal in character, so that he cannot automatically appoint a substitute or agent to attend board meetings and to exercise his functions, it is increasingly common for a company’s constitution to authorise the appointment of an alternate1.

It is very important to establish the precise status of an alternate director’s role. On one view, that role is merely to act in relation to the formal decision-making functions of the board (in other words, in relation to directors’ meetings and written resolutions). A broader view is that an alternate director should have all the

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