A director may be removed from the board of directors pursuant to the Companies Ordinance (Cap. 622) or a specific provision in the company's articles of association.
Section 462 of the Companies Ordinance provides that a company can by ordinary resolution remove a director from his office before the end of his term of office, despite anything in its articles or in any agreement between the company and the director.
The removal of director under the Companies Ordinance entails certain procedures for the director to make representations (i.e. attend meeting and speak) against the proposed removal.
The Companies Ordinance provides that the ordinary resolution to remove a director or to appoint someone in place of the director to be removed is not effective unless special notice is given to the company a least 28 days before the meeting at which it is moved.
The company must then give notice to shareholders of such resolution before the meeting at which that resolution is to be considered and passed.
But section 462 of the Companies Ordinance is not to be taken as:
(a) depriving the director removed under it of compensation or damages payable to him in respect of the termination of his appointment as director; or
(b) of any appointment terminating with that as director.
The articles of association of the company may also expressly provide for the removal of directors in other ways.
For legal services and advice on corporate and commercial disputes resolution, please contact our CHOW & CHEUNG, HK solicitors & notary public [E-mail: cac@ccsn.hk / Tel: +852 2856 3078]
www.ccsn.hk