How can the board of directors dismiss a director?

 

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16. How can the board of directors dismiss a director?

Shareholder approval is required to dismiss a director. (The directors themselves can remove a director from the position of managing director or chairman - but he or she will still be a director.) The board would therefore need to call a general meeting (see 15). If the director is also an employee of the company, the directors will need to ensure that the dismissal respects his or her employment rights, in particular their notice period under their contract or as specified by law, and their right not to be unfairly dismissed.

In practice, it is more common for directors to be encouraged to resign rather than actively forced out of office. In such circumstances a compromise agreement will often be drawn up, to cover future claims and possibly the departing director's involvement in competing businesses.