Directors: Appointment, Duties and Removal
We have extensive experience of advising directors, shareholders and companies in relation to the appointment and removal of directors and the duties owed by directors. We can offer training to directors and this has been particularly welcomed by recently appointed directors and overseas directors who may have limited experience in relation to English law.
The appointment of directors is governed by a company’s articles of association and any shareholders’ agreement. We can advise as to steps required to be taken in connection with appointment and can also review the validity of any appointment. We can assist in the preparation of service agreements for executive directors and letters of appointment for non-executive directors. Any contract for a fixed term of greater than 2 years requires the approval of shareholders in general meeting.
All directors owe duties to their companies. These duties apply not only to any properly appointed directors, but also to any shadow director. A director faces personal liability for any breach of those duties. We advise upon these duties in the context of specific disputes and transactions and also more generally.
We can also review the adequacy of any directors’ and officers’ insurance and advise upon indemnities from third
Board meetings and alternate directors
We can advise directors upon the appropriate procedures for calling and holding board meetings, the necessary quorum and the appointment of alternate directors.
Removal of directors
The removal of directors is governed by a company’s articles of association and any shareholders’ agreement and a company has a statutory right to remove any director under section 168, Companies Act 2006 . We can guide you through this process and work closely with our employment team in the context of the removal of executive directors. Where directors also own shares in the company we can also help you to decide how best to deal with the directors shareholding. This can be particularly important in private equity backed companies.
Retirement by rotation
Some companies require directors to require by rotation. We can guide you through this process.
We can support directors in their filing obligations through our company secretarial service.