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Ormsby (Freehold) Ltd needs a functioning board of volunteer directors to take responsibility for the management of the freehold company and the estate. Directors do not have to be shareholders but this has generally been the practice to date. The company’s Articles of Association stipulate a minimum of two and a maximum of seven directors - although a more flexible maximum number was agreed by written resolution of shareholders on 24 December 2017. On 1 September each year approximately one-third of the board is required to retire by rotation although directors who retire may offer themselves for reappointment. So openings for appointment of new directors will be no less frequent than every 12 months.

A nomination for the appointment of a new director may be made in writing to the chairman at any time and needs to be proposed and seconded by two separate shareholders. If there is a vacancy at the time, the nomination may be approved immediately by existing directors. If the nomination is not agreed by the directors it may still be put to a full vote of all shareholders. If there is no vacancy at the time of nomination, it will be held over until a vacancy occurs - this will be no later than the subsequent 1 September when one-third of existing directors will retire by rotation. Whenever there are more candidates for appointment or re-appointment than there are vacancies, selection of successful candidates will be by a vote of all shareholders. Whenever a vote of shareholders is required this will be by written ordinary resolution.

Members of the board need to be registered at Companies House as company directors. It follows that anyone who is barred by Companies House from holding the office of company director (by reason of bankruptcy or business impropriety for example) will not be eligible for appointment to the board of Ormsby (Freehold) Ltd.