Appointment and Removal of Directors Flashcards
Overview of the Appointment and Removal of Directors
1
Q
How are directors appointed?
A
Governed by articles.
Under MA, directors can be appointed by:
- ordinary resolution of the shareholders
- decision of the directors
2
Q
What levels of disclosure is required of information relating to directors?
A
Their names, service address, salaries, bonus payments, pension entitlements, compensation for loss of office - all publicly available at Companies House.
3
Q
How can directors be removed from office by shareholders?
A
Ordinary resolution at a general meeting.
GM requires 28 days clear notice.
4
Q
How can a director vacate office?
A
- resignation by notice to the Board who will then accept the letter by board resolution
- automatic termination (MA 18) by disqualification, bankruptcy, subject to individual voluntary arrangement, or registered medical practitioner who is treating director states in writing to the company that they have lost capacity
- retirement on rotation - public companies - retirement and reappointment of directors every three year. Listed companies - re-election every year
5
Q
What are the filing requirements on a director leaving office?
A
Company must update company’s register of directors and give notice to Companies House by filing form TM01.
