160
CAP. 32]
Companies
[1984 Ed.
Removal of directors.
1948 c. 38, s. 184.
(6 of 1984) (*318 841
(3) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
(4) Nothing in this section shall apply to a resolution altering the company's articles.
(Added, 6 of 1984, s. 114)
157B. (1) A company may by special resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him:
Provided that this subsection shall not, in the case of a private company, authorize the removal of a director holding office for life on the commencement* of the Companies (Amendment) Ordinance 1984.
(2) On receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so---
(a) in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company),
and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
(4) Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter: and the court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
Page 50
Page 51
160
CAP. 32]
Companies
[1984 Ed.
Removal of directors.
1948 c. 38, s. 184.
(6 of 1984 ) (*318 841
(3) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
(4) Nothing in this section shall apply to a resolution altering the company's articles.
( Added, 6 of 1984, s. 114)
157B. (1) A company may by special resolution remove a director before the expiration of his period of office, not- withstanding anything in its memorandum or articles or in any agreement between it and him:
Provided that this subsection shall not, in the case of a private company, authorize the removal of a director holding office for life on the commencement* of the Companies (Amendment) Ordinance 1984.
(2) On receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representa- tions are received by it too late for it to do so---
(a) in any notice of the resolution given to members of the company state the fact of the representations having been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company),
and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
(4) Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter: and the court may order the company's costs on an application under this section to be paid in whole or in part by the director. notwithstanding that he is not a party to the application.
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