Section 181 - Alternate directors

(1) Except as otherwise provided in the constitution of a company, a director may, appoint another director or any other person approved by a resolution of the board of directors, as an alternate director to act as a director in respect of a period not exceeding six months in which that director is absent from the Republic or unable for a reason to act as a director.

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

(3) An alternate director so appointed

(a) is, for the period of the appointment, and for all purposes, a director and officer of the company and not the agent of the appointor;

(b) shall not be required to hold a share qualification although, under the constitution of the company, directors may be so required;

(c) is not entitled to appoint an alternate director; and

(d) shall not be counted as a director for the purposes of a provision of this Act or the constitution of a company relating to the minimum or maximum number of directors, other than a provision relating to quorum.

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

(5) The registered constitution of a company may provide that

(a) the alternate director shall be entitled to receive from the company during the period of the appointment, the remuneration to which the appointor, but for the appointment, would have been entitled, and

(b) the appointor shall not be entitled to remuneration for that period.

(6) In the absence of a provision in the registered constitution referred to in paragraph (b) of subsection (5), the alternate director is not entitled to be remunerated otherwise than by the director appointing the alternate director.

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

(8) The appointment of an alternate director shall cease

(a) at the expiration of the period for which the appointment was made,

(b) if the appointor gives written notice to that effect to the company,

(c) if the appointor ceases for any reason to be a director, or

(d) if the alternate director resigns by notice in writing to the company.

(9) Until the cessation of the appointment of an alternate director, both the appointor and appointee are and may act as directors of the company, but an alternate director, unless personally a director, shall not attend or vote at a meeting of the directors or a committee of directors at which the appointor is present.