Removal of a director

These Guidance Notes provide an outline of the relevant provisions, but they are not comprehensive and should not be relied on as authoritative.

Unless there is a special provision in the company’s Articles of Association a director cannot be removed from office by the Board, and only the shareholders can remove a director. The Articles may provide a procedure for this; otherwise the statutory procedure must be used. The statutory procedure allows any director to be removed by ordinary resolution of the shareholders in general meetings (i.e. a simple majority of votes), and cannot be excluded by the Articles or by any agreement. However an executive (employed) director who is removed from office may have a claim for compensation under the law of unfair (statutory) and wrongful (contractual) dismissal, which could be substantial.

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