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

Upon receiving special notice of a resolution to remove director Omar from the board of Delta Co, the company notifies Omar. Omar wishes to defend himself. Which right does he have?

Omar may make reasonable written representations that the company must circulate to members, and he may speak at the meeting. Removal does not require his consent or prior compensation, although he may have a separate breach of contract claim for loss of office.

  1. ATo make written representations of reasonable length, which the company must circulate to members, and to speak at the meetingCorrect
  2. BTo block the resolution by voting his own shares only once the resolution has been passed
  3. CTo require the company to pay him compensation equal to his remaining term as a condition of the removal

Explanation

A director facing removal has the right to be heard at the meeting and to make reasonable written representations that the company must send to members. Removal does not depend on compensation being paid, though the director may have a separate contractual claim. His voting is not a post-resolution veto.

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