Appointment of Subsequent Directors

Appointment of Subsequent Directors

Traditionally, company law has not sought to be overly prescriptive in relation to the applicable procedures for appointing directors. This reflects a historical view that such appointments are an internal matter for a company. Thus the Companies Act 2006 and preceding companies legislation do not address the question of the appropriate company organ to deal with directorial appointments. Provisions for the appointment of future directors are usually contained in a company's articles of association.¹ If no such provisions appear, directors are to be appointed by the company's members.² Under the 2008 model articles, both the members and the current directors have the power to appoint directors: model articles for private companies, art 17(1); model articles for public companies, art 20. Appointment by members is by ordinary resolution.

In the case of public companies, art 21(2)(a) provides that any directors who have been appointed by the directors since the last annual general meeting