Removal Of Directors - Business Law and Practice

Removal of a Director Removal of a director under s.168(1) CA 2006 Powers given under s.168 Power to remove a director - s.168(1) By an ordinary resolution - s.168(1) Special notice must be given to the company of the proposed removal resolution s.168(2) 1) The special notice must be given at least 28 days before the general meeting at which the shareholders vote on removal s.312(1) 2) These are 28 clear days s.360(1) 3) Special notice can be given by one shareholder or more s.312(1) Upon receiving the special notice the board may: 1) Place the removal resolution on the agenda of a general meeting * The board will do this where they support the removal of the director a) When the next general meeting is held, the shareholders will vote on that removal resolution b) The board give notice to the shareholders of the removal resolution at the same time and the same manner as it gives notice of the general meeting s.312(2) 1) At least 14 days notice s.307(1) 2) These are 14 clear days s.360(1) 3) Notice must state the general nature of the business and include the time, date and place of the meeting s.311(1) and (2) c) If it is not practical to give notice to the shareholders of the removal resolution (e.g. because notice of the general meeting has already been sent) notice can be given by an advertisement in a newspaper or another mode allowed in the articles 1) At least 14 days notice s.312(3) 2) These are 14 clear days s.360(1) 3) Notice must state the general nature of the business and include the time, date and place of the meeting s.311(1) and (2) 2) Decide not to place the removal resolution on the agenda of a general meeting * The board will do this if they do not support the removal of the director Directors are not bound to place the removal resolution on the agenda at the forthcoming GM Pedley v Inland Waterways Association Ltd