Appointment of Alternate Director

An alternate director is a person who is appointed to attend, speak and vote at a board meeting on behalf of the director of a company where the principal director would be otherwise unable to attend.

The alternate director therefore carries out the same functions as his appointing director in his absence and carries full legal responsibility and liability as a director.

The articles of association may require that approval be given by other board members so as to prevent infiltration from outsiders.

The alternate may also be a director of the company in his or her own right (so in effect, there would be one less person at the meeting, but the director who had also been appointed as an alternate would carry two votes).

---