In Hong Kong, it is illegal that a company has no director. The company and its senior officer(s) are liable for fine under s. 153 of the Companies Ordinance.
Clause 77 of Table A provides that, the founder(s) should decide the number of directors and the first director(s) in form of written.
The power to appoint director is authorized by shareholders at the general meeting. Under Clause 96 of Table A, shareholder(s) has/have the right to increase or decrease the number of director(s) in board through ordinary resolution. They can also decide the way that the rotation procedure of board members.
Clause 91 of Table A provides that one third of the board members have to retire at the first annual general meeting. The retired director(s), can be re-elected at the same general meeting (Table A, Clause 93). No director can be re-elected provided that he / she is recommended by the director or the shareholder. If no other person is nominated by the company to fill the vacancy, the retired director consents to offer himself for re-election, he will hold office.
Table A of the Companies Ordinance provides that, the Board of Directors have the power to appoint director to fill casual vacancy on condition that this appointment will not lead to the number of directors exceed the maximum number of directors.
Nevertheless, any director appointed by the Board to fill casual vacancy can hold office only until the end of the next annual general meeting. But they are eligible, offering themselves to be re-elected at the forthcoming annual general meeting (Clause 97 of Table A)
Usually, the Board is powered to handle the management of the company.
Register of Director
Each company has to maintain a proper Register of Directors and Secretaries (s. 158 of the Companies Ordinance) with relevant details or particulars clearly register therein. The Register of Directors and Secretaries should be kept at the Registered Office of the company and is available for inspection by shareholders / members.
Letter of Consent to act as Director
Each director has to sign a Letter of Consent to act as director of the Company declare that he / she attains the age of 18 and consents to act as director of the company (s. 14A (2)(k) and 158 (4A)).
Board members will choose the Chairman of the Board among themselves and decide the office period (Table A, Clause 103). If the Chairman has not appear in 5 minutes since the time appointed for meeting, then those directors presented at the meeting can choose Chairman of the meeting among themselves (Table A, Clause 103).
in general, most of the resolutions adopted by the Board is by vote. In the case that the number of votes are the same, Chairman of the Board will have one cast vote (Table A, Clause 100)
All Directors’ meeting minutes must be kept in the Register of Minutes of the company (s. 119(1)). Relevant section also applies to Shareholders’ meeting minutes, save as the fact that Directors’ meeting minutes are non-open to public.