This preview shows page 108 - 110 out of 250 pages.
However, a special notice of the intention to propose the resolution is required and the director concerned must be notified of the intention to remove him – s. 168 CA 2006. A director proposed for removal is entitled to defend himself before the members at the general meeting before the resolution to remove him could be passed – s. 169 CA 2006. Because of this, a director cannot be removed by written resolution. Note that a company may not follow this procedure if its articles provide for the removal of its directors in other ways (s. 168 (5) CA 2006).A director removed before the end of his contract may be entitled to damages for breach of contract if he has a contract.24.8 DISQUALIFICATION OF DIRECTORSUnder the s. 280 CA 2006, a director may be disqualified from acting as such following a number of events, including when he: • becomes bankrupt or makes arrangement or composition with his creditors,• becomes of unsound mind,• fails to attend board meetings for six consecutive months without permission – (See Model articles), or• acts as a secretary at the same time in the same company (if the company is a plc). Under the CompanyDirectors’ Disqualification Act (CDDA) 1986, a court could order the disqualification of a person as a director. The order of disqualification may be mandatory or discretionary. A court is under an obligation to order the disqualification of a person as director for between 2and15 years if he has been a director of an insolvent company and his conduct in that company makes him unfit to be a director. In deciding whether the person has been unfit, the court considers, among other things: • Whether he has been involved in any misfeasance or breach of duty as a director; • Whether he has been involved in any misappropriation of company’s money or property; • Whether he had failed to comply with accounting and publicity requirements of companies legislations; • The extent of the person’s responsibility in the insolvency of the previous company, and, • The extent of the person’s responsibility in the other company’s failure to supply any goods or services already paid for – (See s. 9 and Schedule 1 of the Act).Download free eBooks at bookboon.com
Subscribe to view the full document.
BUSINESS ORGANISATIONS AND AGENCYCOMPANY DIRECTORS432The court is also under an obligation to disqualify a person as a director if he breaches the United Kingdom or European Union competition laws by distortingor restrictingcompetition; or by abusing a company’s dominant position, andhis conduct makes him unfit to be involved in the management of a company –s. 9 CDDA 1986.Under sections 2, 3, 4, 10 CDDA 1986, the court may on its discretion disqualify a person as a director for between five to fifteen years:• if he has been convicted of an indictable offence connected with the management of a company, or • if he has been persistently in default of the provisions of company legislation, or• if he has been found guilty of fraudulent or wrongful trading.
As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.
Temple University Fox School of Business ‘17, Course Hero Intern
I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.
University of Pennsylvania ‘17, Course Hero Intern
The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.
Tulane University ‘16, Course Hero Intern
Ask Expert Tutors
You can ask 0 bonus questions
You can ask 0 questions (0 expire soon)
You can ask 0 questions
(will expire )