Removal of a director

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Removal of a director
  • Removal from office
  • Resolution to remove a director
  • Director’s right to protest against removal
  • Articles
  • Protecting the directors
  • Filling the vacancy
  • Director’s service contract and compensation for loss of office
  • Termination of appointment deemed by the articles
  • Model articles
  • More...

Removal of a director

This note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.

For an illustration of the steps that must be taken to remove a director, see Removal of a director—flowchart.

Removal from office

Resolution to remove a director

A director may be removed from office by ordinary resolution of the members passed at a general meeting of a company before the expiration of their period of office and notwithstanding anything in any agreement between the director and the company, pursuant to section 168 of the Companies Act 2006 (CA 2006). For a sample ordinary resolution to remove a director from office, see precedent: Removal of a director—ordinary resolution.

Shareholder activists may propose the removal of a director (or the entire board of directors) if they feel that there have been leadership or corporate governance failings. An activist shareholder may requisition a resolution (whether by requisitioning a general meeting or by requiring a resolution to be put before a company's annual general meeting (AGM)) for the removal of a director and appointment of a replacement. For details on requisitioning a general meeting and requisitioning a resolution at a company's AGM, see Practice Note: General meetings (including AGMs)—members’ rights. Where a company's directors are subject to annual re-election, an activist may garner sufficient support to prevent a director's re-election. See further Practice

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