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of <h1>Companies Amending Articles to Allow External Director Appointments Violate Sections 255, 256, 257; Such Amendments Deemed Invalid.</h1> Certain companies have amended their articles of association to allow another public company to appoint directors, aiming to make the company a subsidiary under section 4(1)(a). However, sections 255(1), 256(1), and 257 mandate that at least two-thirds of directors in a public company must be elected by members at a general meeting, with one-third retiring annually. Amendments allowing external appointment of directors contravene these sections, as section 257 is mandatory. Any article or resolution contravening these provisions is invalid under section 9, and members cannot override these rights through special resolutions or articles.
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