Companies Act 2014 section 163

Counting of director in quorum and voting at meeting at which director is appointed

Section 163 deals with whether a director who has a personal interest may be counted towards the quorum at a board meeting concerning the appointment of directors to offices or positions of profit, and whether that director may vote on such matters.

• A director may be counted in the quorum at a meeting where that director or any other director is being appointed to an office or place of profit under the company, even though the director has a personal interest in the matter.
• This also applies to meetings where the terms of any such appointment are being arranged or negotiated.
• The director may vote on the appointment of another director or on the terms of another director's appointment.
• However, a director may not vote on his or her own appointment or on the arrangement of the terms of his or her own appointment.