香港董事学会 董事指引 PART III.pdfVIP

PART III – THE DIRECTOR AS AN INDIVIDUAL ELIGIBILITY 294. There are remarkably few restrictions under the general law about who can be a director. 295. The auditor of a company may not also be its director. No person may be appointed a director unless he or she has attained 18 years. 296. Most importantly, persons who are currently disqualifi ed may not be appointed as directors (see paras 308 to 317 below). 297. In addition, a company‘s Articles may restrict eligibility further than provided for by the general law, and most companies will therefore exclude for instance persons of unsound mind who are technically eligible to be directors. Some Articles stipulate that each director must hold a certain number of shares in the company. APPOINTMENT, REMOVAL, DISQUALIFICATION APPOINTMENT 298. The Companies Ordinance requires every company to appoint at least two directors for non-profi t companies; and one director for private companies (see however paras 87 and 89 regarding Listed Companies). A corporate body cannot be the director of a company unless the company is a private company and is not a member of a group of companies of which a listed company is a member. I I I 299. The method of appointment of a director is laid down in the company‘s Articles. T R Normally the first directors are named in the Articles or in the statement of first A P directors signed by the subscribers to the Memorandum of Association. Thereafter, the company in general meeting has a common law power to fi ll vacancies. Normally the Articles will also give the directors power to fi ll vacancies or to appoint extra directors provided the maximum number permitted by the Articles is not exceeded, and the Articles will usually give