COMPANIES ACT - 1963 (ACT 179)

    Section - 188 - Alternate Directors

    (1) Unless prohibited by the Regulations a director may, in respect of any period not exceeding six months in which he is absent from Ghana or unable for any reason to act as a director, appoint another director or any other person approved by a resolution of the board of directors, as an alternate director.

    (2) The appointment shall be in writing signed by the appointor and appointee and lodged with the company.

    (3) Every alternate director so appointed shall, for the period of such appointment, be deemed for all purposes to be a director and officer of the company and not the agent of his appointor; but he shall not be required to hold any share qualification notwithstanding that, under the Regulations, directors may be so required, nor shall he be entitled to appoint an alternate director, nor shall he be counted as a director for the purposes of any provision of this Code or the Regulations relating to the minimum or maximum number of directors, other than a provision relating to a quorum.

    (4) The company shall not be liable to pay additional remuneration by reason of the appointment of an alternate director.

    (5) The Regulations of the company may provide that the alternate director shall be entitled to receive from the company during the period of his appointment the remuneration to which his appointor, but for such appointment, would have been entitled and that his appointor shall not be entitled to remuneration for that period, but, in absence of such provision in the Regulations, the alternate director shall not be entitled to be remunerated otherwise than by the director appointing him.

    (6) An alternate director who is himself a director shall have an additional vote for each director for whom he acts as alternate at every meeting of the directors.

    (7) The appointment of an alternate director shall cease at the expiration of the period for which he was appointed, or if his appointor gives written notice to that effect to the company, or if his appointor ceases for any reason to be a director or if the alternate director resigns by notice in writing to the company.

    (8) Until the cessation of the appointment of an alternate director both the appointor and appointee shall be and may act as directors of the company, but no alternate, unless a director in his own right, shall attend or vote at any meeting of the directors or any committee of directors at which his appointor is present.