Alternate directors

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Alternate directors
  • Power to appoint an alternate
  • Eligibility of appointment
  • Status of an alternate director and defective appointments
  • De jure or de facto director
  • Remedying a defective appointment
  • Acts carried out by an alternate during a defective appointment
  • Why appoint an alternate director?
  • Roles and responsibilities of an alternate director
  • Removal of an alternate director and termination of appointment

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind the company.

The Companies Act 2006 (CA 2006) defines directors as including ‘any person occupying the position of director, by whatever name called’. Accordingly, the definition of ‘director’ in CA 2006 is wide enough to include an alternate director. Accordingly, the provisions relating to directors apply to alternate directors as well as to other directors.

Power to appoint an alternate

There is no power in CA 2006 for a director to appoint an alternate, but such power is often included in a company’s articles of association. Where the articles do contain such power, they will also set out the procedure for appointing an alternate director. Typically, the articles will provide that a director appointing an alternate should do so in writing to the company and the notice of such appointment should contain a statement signed by the alternate that they are willing to act as alternate director.

The model articles for public companies limited by shares (Model Articles) provide that:

  1. any director may appoint as an alternate any other director or any other person approved by resolution of the directors to exercise that director's powers and carry out their responsibilities in relation to the taking of decisions by directors in the absence of the alternate's appointor

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