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No, Directors cannot appoint a Proxy at Board Meetings to attend and vote in their place. Board Meetings must have sufficient Directors attending (Quorate) for decisions to be effective and binding on the company and other contracting third parties.
Alternatives to a Director appointing a proxy include:
- Postponing the Board Meeting so that a sufficient number of Directors are available to attend to make it quorate;
- Holding the Board Meeting by phone or cloud video platform conference;
- An absent Director providing his opinion on the Meeting Agenda to the other Directors in advance of the Board Meeting which is still quorate despite his absence.
I hope this resolves your enquiry. Please revert to me if you require any clarification of my answer to your question and I shall be delighted to assist.