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Under the Public Limited Companies Act BE 2535 (1992), Section 36 states that, “The election of directors shall be in accordance with Section 70.
Section 70 – 71 of the same act states that election of the directors shall be held during the meeting of shareholders in accordance with the following rules and procedures:
Each shareholder shall have a number of votes equal to the number of shares held multiplied by the number of the directors to be elected.
Each shareholder may exercise all the votes he or she has in terms of electing one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may allot his or her votes to any person in any number.
Candidates will be ranked in descending from highest vote lowest, after the vote and shall be appointed as directors in that order. In the event of equality of votes cast for candidates in descending order which can cause the number of directors to be exceeded, the remaining appointments shall be determined by draw lots.
The entire board of directors shall be simultaneously elected at every yearly ordinary meeting. The former board of directors shall remain in office to conduct the company’s business for the time being and until the new board of directors assumes office.
This provision shall not apply if the articles of association stipulate different procedures for the election of directors. In such case, one third of the directors shall vacate in proportion.
Unless otherwise specified by the articles of association, the directors who have vacated their office in the first and second years after the company’s registration shall be selected by drawing lots in subsequent years where the director who held the longest duration in office shall vacate.
Directors who vacate office under this section may be re-elected.
According to Section 72, directors shall vacate office upon death, resignation, being disqualified or being under any of the prohibitions of section 68, removal by resolution of the shareholder’s meeting under section 76, and removal by court order.
In cases where the entire board of directors vacates office, the vacated board of directors shall remain in office to conduct the business of the company as necessary or until a new board of director has been elected. Election shall be done by calling a meeting of shareholders for the purpose within a month from the date of vacancy. The written notice about the shareholder’s meeting shall be served within fourteen days prior to the set date of meeting.
According to the provisions of Section 75, in case of a vacancy in the board of directors for reasons other than termination of office, the board of directors shall elect a person who has the qualifications and is not being under any of the prohibitions under Section 68 as the substitute director at the next meeting of the board of directors unless the said director has less than two months if his term of office.
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