Section 327 - Cumulative voting for directors of a public company

(1) The registered constitution of a public company may provide that directors shall be elected by cumulative voting.

(2) Where the registered constitution of a company provides for cumulative voting,

(a) although there is a provision to the contrary in the constitution of the company, the minimum number of directors of the company shall not be less than three and the whole of the directors, including a managing director, shall retire from office at each annual general meeting;

(b) the votes of each member shall, for the purposes of electing directors to fill the resulting vacancies, be multiplied by the number of vacancies;

(c) a member may cast the resulting votes of that member in favour of one candidate for election or may distribute the resulting votes among as many candidates as that member thinks fit;

(d) the candidates receiving the highest number of votes up to the number of directors to be elected, shall be declared elected;

(e) despite section 176, unless the whole board of directors is removed by an ordinary resolution duly passed in accordance with that section, a director may not be removed under that section if the votes cast against the removal would, when multiplied by the total number of directors, have been sufficient to secure the return of that director at an election of the whole board conducted in accordance with the rules contained in paragraphs (a), (b), (c) and (d) of this subsection.