Notice of General Meeting to Remove a Director

If the members of a company wish to remove a director from office, they must in accordance with section 168 of the Companies Act 2006, give special notice of the resolution to do so to the company concerned. On receipt of the special notice, the company must, amongst other things, convene a general meeting.

This Notice of General Meeting to Remove a Director is the form that such a notice to convene a meeting may take.

What this notice covers

• the resolutions to be passed, including the director’s removal from office;
• a second resolution to appoint a replacement director (if required);
• an option to state whether representations have been made by the director in question; and
• a form of proxy for shareholders who are unable to attend the meeting.

Replacing the director

The first resolution concerns the director’s removal from office. The second resolution concerns the appointment of his/her replacement in office.

Note that special notice of the proposed appointment must also have been given in order to be validly considered at the general meeting. If the director is not being replaced, then the second resolution can be deleted.

Proxy voting where a shareholder cannot attend

The form of proxy can be used by shareholders who are unable to attend the meeting to nominate a proxy to vote on their behalf.

If the Form of Proxy does not specify the name of a person to vote at the general meeting, then the Chairman shall vote on behalf of that shareholder.

Related guidance

Our guidance note explains the procedures to be followed by the members and the company as well as the time scales involved in calling such a general meeting.

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