COMPANIES ACT - 1963 (ACT 179)

    Section - 181 - Appointment of Directors

    (1) No person shall be appointed a director of a company unless he shall prior to such appointment, have consented in writing to be appointed.

    (2) The first directors of a company shall be named in the company's Regulations.

    (3) Subject to the following subsections of this section and to sections 182 and 183 of this Code, the appointment of directors shall be regulated by the company's Regulations and except as otherwise provided in the Regulations, section 272 of this Code shall regulate the appointment of directors of a private company and sections 298 and 299 of this Code the appointment of directors of a public company.

    (4) The Regulations of a company may provide for the appointment of a director or directors by any class of shareholders, debentureholders, creditors, employees or any other person.

    (5) Notwithstanding any provision in the company's Regulations, any casual vacancy in the number of directors may be filled by,

    (a) the continuing directors or director notwithstanding that their number may have been reduced below that fixed as the necessary quorum of directors; or

    (b) by an ordinary resolution of the company in general meeting:

    Provided that,

    (a) in exercising their power to fill such vacancy the directors shall observe the rules laid down in sections 203 and 204 of this Code and shall not appoint any person to be a director unless they have taken reasonable steps to satisfy themselves that he is a person of integrity and suitable to be a director of the company;

    (b) if the casual vacancy so filled is one which, under the terms of the company's Regulations, should be filled by an appointment by any class of shareholders, debentureholders, creditors, employees, or other person, the director appointed by the continuing directors or by an ordinary resolution of the company in general meeting, as the case may be, shall cease to hold office so soon as any other director is duly appointed in accordance with the Regulations.