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Chapter 9

The procedure for the removal of a director is as follows:

Special notice (28 days) is required of the

resolution by persons wishing to remove a director;
s.168 CA 2006. The company must forward a copy
of the resolution to the director concerned.

Notice of the meeting goes to the director and all
members entitled to attend and vote.

The director in question can require the company to
circulate written resolutions to members (s.169).

At the meeting, the director can read out
representations if there was no time for prior
circulation. The director must be allowed to attend
the meeting and to speak. An ordinary resolution is
needed to remove the director: s168.

The removal of an executive director may be held to be breach of his service contract
and he may be able to sue for such.

The power of the members to remove a director may be limited:

 A director who is also a member may validly be given weighted voting rights in
respect of a decision to remove them (see Illustration below).

 A shareholder agreement may state that shareholders holding each class of
shares must be present at a meeting for the decisions to be valid. Thus would
mean that if there is only one shareholder in a class, by not attending a meeting
he could prevent the director from being removed.

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