Hi mikxx1,
It is my understanding that when a directors position is vacated the board can appoint an interim director that would have to stand to be voted in at the next AGM. If I remember correctly in previous reading (please understand this is based on memory) that any benefits a director recieves in the form of options etc. have a vesting period in excess of 1 year so that ensures that a director does not get appointed and then recieves benefits from that appointment without shareholders approval in the form of voting them in officially at the next AGM.
Not sure if this answers your question completely...and may be still too vague.
This is based on my vague recollection...I would appreciate it if anyone more familiar wth the details to corroborate these statements.
S.