Directors' Weighted Voting

In general all directors have equal voting rights. Each director will have one vote, and decisions will be carried by a simple majority on a show of hands. The chairman may have the right to exercise a casting vote if votes in favour of and against a motion are equal. It should also be remembered that on certain issues individual directors may be prevented from voting by a conflict of interest.

It is, however, possible for the company's articles of association or a shareholders' agreement to establish some other system. A company may wish to avoid a deadlock situation or (in this case afford directors more protection from being removed from office in general meeting) by adopting a provision giving weighted voting rights, possibly in proportion to the directors' shareholdings in the company, on certain matters.



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