Section 172 - Appointment of directors and filling of vacancy

(1) The first directors of a company shall be named in an application for incorporation.

(2) A person shall not be appointed as a director of a company unless the person has, before the appointment

(a) made a statutory declaration submitted to the company and subsequently filed with the Registrar to the effect that, the person has not within the preceding five years of the application for incorporation been

(i) charged with or convicted of a criminal offence involving fraud or dishonesty;

(ii) charged with or convicted of a criminal offence relating to the promotion, incorporation or management of a company; or

(iii) a director or senior manager of a company that has become insolvent or if the person has been, the date of the insolvency and the particular company; and

(b) consented in writing to be a director and filed the consent within twenty-eight days.

(3) Subject to this section and to sections 173 and 174, the appointment of directors shall be regulated

(a) by section 300 in the case of a private company, and

(b) by sections 325 and 326 in the case of a public company

except as otherwise provided in the constitution of a company.

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

(5) Despite a provision to the contrary in the constitution of a company, a casual vacancy in the number of directors may be filled by,

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

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

(6) In exercising the power to fill a vacancy under subsection (5), the directors shall observe the rules laid down in sections 190 and 191 and shall not appoint a person to be a director unless the directors have taken reasonable steps to satisfy themselves of the integrity and suitability of the person to be a director of the company.

(7) Where the casual vacancy filled under subsection (5) is one which, under the terms of the constitution of a company, should be filled by an appointment by a class of shareholders, debenture holders, creditors, employees, or any other person, the director appointed by the continuing directors or by an ordinary resolution of the company in general meeting, shall cease to hold office as soon as any other director is duly appointed in accordance with the constitution.

(8) In the event that

(a) there are no directors of a company, or the number of directors is less than the quorum required for a meeting of the board; and

(b) it is not possible or practicable to appoint directors in accordance with the constitution of the company a shareholder or creditor of the company may apply to the Court to appoint one or more persons as directors of the company, and the Court may make an appointment if the Court considers that it is in the interest of the company to do so.

(9) An appointment by the Court under subsection (8) may be made on such terms and conditions as the Court considers fit.