ACCA Applied Skills · Corporate and Business Law (Global) · Company directors
The articles of Brightwell Co give the board power to appoint additional directors between annual general meetings. The board appoints Ms Okafor as a director in March. The articles say nothing further on this point. What is the usual position on her appointment?
Ms Okafor's appointment is valid because the articles authorise the board to appoint directors. However, such board appointees normally retire at the next annual general meeting and need confirmation by the members, who retain ultimate control.
- AHer appointment is void because only members can appoint directors
- BHer appointment is valid, but she will normally need to be confirmed by the members at the next annual general meetingCorrect
- CHer appointment is valid and permanent, and members can never remove her
Explanation
Articles commonly allow the board to fill vacancies or add directors, with the appointee retiring and standing for confirmation by the members at the next AGM. So the appointment is valid but subject to confirmation. Option C is wrong because members can remove directors by ordinary resolution.
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