28.—(1) On the coming into effect of an authorisation order in respect of an investment company with variable capital, the persons named in the application under regulation 7 above as directors of the company shall be deemed to be appointed as its first directors.
(2) Subject to regulations 15 and 20 above, any subsequent appointment as a director of a company shall be made by the company in general meeting; except that the directors of the company may appoint a person to act as director to fill any vacancy until such time as the next following annual general meeting of the company takes place.
(3) Any act of a director is valid notwithstanding—
(a)any defect that may thereafter be discovered in his appointment or qualifications; or
(b)that it is afterwards discovered that his appointment had terminated by virtue of any provision contained in SIB regulations which requires a director to retire upon attaining a specified age.
(4) The business of a company shall be managed—
(a)where a company has only one director, by that director; or
(b)where a company has more than one director, by the directors but subject to any provision contained in SIB regulations as to the allocation between the directors of responsibilities for the management of the company (including any provision there may be as to the allocation of such responsibility to one or more directors to the exclusion of others).
(5) Subject to the provisions of these Regulations, SIB regulations and the company’s instrument of incorporation, the directors of a company may exercise all the powers of the company.