Additional director (161)

Great question!

Here’s how it works with Section 161 and Section 160 regarding an additional director and rotational status:

Key Points:

• Section 161 allows the Board of Directors to appoint an additional director between two general meetings.

• Such an additional director holds office only up to the date of the next Annual General Meeting (AGM).

• For the additional director to continue beyond the AGM, he/she must be regularized (appointed) by the shareholders in the AGM under Section 160 (notice of candidature).

About becoming a Rotational Director:

• When the additional director is regularly appointed by the shareholders in the AGM under Section 160, he/she becomes a normal director.

• Whether this director becomes a rotational director or not depends on the Articles of Association (AoA) and the rules related to rotation of directors under Section 152(6) of the Companies Act.

• If the company has adopted the rotation of directors provisions, then the director appointed via AGM (after additional director term ends) can become subject to rotation just like other directors.

So, to summarize:

• Additional director (Section 161) holds office only until next AGM.

• If reappointed at AGM via Section 160, he becomes a regular director.

• Whether he becomes rotational depends on company’s Articles and rotation provisions.

• Generally, yes — once appointed as a normal director, they can be rotational if rotation applies.