The legislation governing the appointment and removal of directors is contained in the Companies Act in Part 10 and comprises nine chapters and over 100 sections. Inevitably this section of our website cannot cover all the aspects of the Act, but endeavours to highlight a number of key areas.
Q: How many directors are we required to have?
A: A private company must have at least one director while that increases to two for a public company.
Q: What is the minimum age?
A: A director must generally have attained the age of 16
Q: What acts of a director have validity?
A: The acts of a director are valid notwithstanding that it is afterwards discovered that there was a defect in his appointment; that he was disqualified from holding office; that he ceased to hold office or that he was not entitled to vote on the matter in question.
Q: Do we need to keep any registers of directors?
A: Every company must keep a register of directors containing the individual’s name and any former name, a service address, country or state in which he is usually resident; nationality; business occupation (if any) and date of birth.
In addition a register of directors’ residential addresses must be maintained. If a director’s usual residential address is the same as his service address (as stated in the company’s register of directors), the register of director’s residential addresses need only contain an entry to that effect. This does however not apply where his ‘service address’ is stated to be “the registered office”.
Q: Do we have to notify the registrar of any changes?
A: Yes, you must give notice to the registrar of the change and the date of that change within a period of 14 days from a person becoming or ceasing to be a director, or the occurrence of any change in the particulars contained in its register of directors or its register of directors’ residential addresses.
Q: How can a director be removed?
A: A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him. Special notice is required of a resolution to remove a director under section 168 or to appoint somebody instead of a director so removed at the meeting at which he is removed.
Q: Can a director object to removal?
A: On receipt of notice of an intended resolution to remove a director under section 168, the company must send a copy of the notice to the director concerned. The director is the entitled to be heard on the resolution at the meeting. The director is also entitled to make written representation and for this to be sent to every member of the company.