Companies Act Section 163 — Option to adopt principle of proportional representation for appointment of directors

CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS

Commercial / Corporate

Summary

Despite anything else in this Act, a company's articles (its internal rulebook) may allow for the appointment of at least two-thirds of its total directors using a system of proportional representation. This can be done through a single transferable vote, cumulative voting, or any other similar method. Such appointments can be made only once every three years. Any casual vacancy among these directors must be filled in the manner set out in sub-section (4) of section 161.

Official Text

Notwithstanding anything contained in this Act, the articles of a company may provide for the appointment of not less than two-thirds of the total number of the directors of a company in accordance with the principle of proportional representation, whether by the single transferable vote or by a system of cumulative voting or otherwise and such appointments may be made once in every three years and casual vacancies of such directors shall be filled as provided in sub-section (4) of section 161.