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ACCA Applied Skills · Corporate and Business Law (Global) · Company meetings and resolutions

At a general meeting of Corvid Ltd, an ordinary resolution to remove director Mr Haddad is proposed. Mr Haddad, who has received notice, wants to defend himself. Which statement is correct?

A director facing removal has the right to be heard. He may submit written representations of reasonable length for circulation to members and may speak at the meeting. He cannot veto the removal, even with a service contract, although he may claim compensation for breach of contract.

  1. AHe may not speak, because he is the subject of the resolution
  2. BHe may make written representations of reasonable length to be sent to members, and may speak at the meetingCorrect
  3. CHe may only vote on the resolution and has no other rights
  4. DHe may veto the resolution if he holds a service contract

Explanation

A director facing removal is entitled to receive notice, to make reasonable written representations that the company must send to members (if time allows) or that can be read at the meeting, and to speak at the meeting. A service contract does not prevent removal, though he may claim damages for breach of contract. So the veto option is wrong.

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