Option to adopt principle of proportional representation for appointment of directors
📚 Law Minded summary
A company's articles may provide for at least two-thirds of its directors to be appointed by proportional representation — by single transferable vote or cumulative voting.
Under ordinary majority voting, a group holding just over half the shares elects the entire Board. Proportional representation lets a substantial minority elect someone. Those appointments are made once every three years.
Notwithstanding anything contained in this Act, the articles of a company may provide for the appointment of not less than two-thirds of the total number of the directors of a company in accordance with the principle of proportional representation, whether by the single transferable vote or by a system of cumulative voting or otherwise and such appointments may be made once in every three years and casual vacancies of such directors shall be filled as provided in sub-section (4) of section 161.
All sections in Chapter XI — Appointment and Qualifications of Directors