The Board of Directors (“BoD”) is the governing body of the Company. Subject to any stipulations in the Articles of Association (“AoA”) regarding structure (e.g. Board Committees) it is a single body, accountable to the Shareholders of the Company via the General Meetings (“GM”).

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Division of Duties: As prescribed in the AoA or other constitutional documents. Subject to any restrictions in these, the BoD exercises all the powers of the Company, except those required to be exercised by the Shareholders in a GM. If the AoA so provide, one of the BoD members may be appointed as Managing Director (“MD”) (who is part of the BoD). The powers of the BoD members may be delegated by the BoD to the Managing Director, to other individual BoD members, to other officers of the Company or to third parties. Unless the AoA provide otherwise, the procedures for appointment and dismissal of BoD members are identical for all members.

Composition: As prescribed in the AoA or other constitutional documents. A Public Company must have at least 2 BoD members and a Secretary. A Private Company may have a sole BoD Member. A sole BoD member cannot also act as a Secretary. In most companies one of the BoD members is designated as MD.

Appointment/Dismissal Competence: The first BoD members are appointed in the Memorandum of Association (“MoA”). If the Company is a Public Company their consent to act must be filed with the incorporation documents. Subject to any specific provisions in the AoA, the BoD may increase the number of BoD members or appoint a BoD member to fill a casual vacancy. It is common for the AoA to provide that all BoD members retire at the first annual GM; the new BoD is then elected by the Shareholders. Thereafter 1/3 of the BoD typically retire at subsequent annual GMs. All retiring BoD members are eligible for re-election. A Shareholder may appoint a proxy to represent him/her at the GM. Voting is initially on a show of hands, with each Shareholder’s vote counting equally. 5 Shareholders or proxies (or fewer if they hold 10 % of the Shares/voting rights) have the right to demand a poll, in which case proxies may vote and votes are weighted according to the number of Shares. The AoA may require BoD members to hold at least a specified number of Shares in the Company - a BoD member who fails to comply will be disqualified from office. Undischarged bankrupts and persons who have been the subject of a disqualification order by the court are prohibited from acting as BoD members. The Companies Law specifically provides that any BoD member may be removed from office by an ordinary resolution of the Company, notwithstanding anything in its AoA or any agreement between the Company and the BoD member.

Alternates: The AoA may provide for a BoD member to appoint an alternate.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Cyprus on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Elias Neocleous & Co LLC before actually changing any board members in Cyprus.