Can a director be removed for failure to attend board meetings for several months?

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Published on LexisPSL on 28/06/2016

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a director be removed for failure to attend board meetings for several months?

The reasons why a director may not have attended or otherwise taken part in board meetings may be various. However in this context it is assumed that the particular board meetings have been properly called and convened, that the director in question has been given proper notice of the time, form and agenda for the meeting, and that any other arrangements relating to the holding of the meeting, whether set down in the articles or elsewhere, have been complied with. It is generally accepted that the directors may regulate their meetings as they think fit, and there is wide scope for variation as regards location, regularity, and the specifics of the meeting itself, again, subject to the articles or other arrangements specified.

Directors are collectively responsible for the management of the company and board meetings are considered a fundamental aspect of corporate proceedings; see Practice Note: Powers of directors. Part 2 of Model Articles indicate typical practice as regards the calling and holding of board meetings, the ability of directors to delegate and other such matters relating to company management.

The Model Articles enable board meetings to be held in multiple locations (see articles 9 and 10). The Model Articles do not actually specify the means for holding such board meetings, but permit such meetings to be held, s

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