A public company may by resolution of the shareholders (i.e. a vote approved by more than 50% of the shareholders) remove a director from office: see section 203D(1) of the Corporations Act. It is important to note that the directors of a public company cannot remove another director, this right is limited to the company’s shareholders: section 203E of the Corporations Act.
In order to invoke this right a notice of intention to move a resolution to remove a director of a public company must be given to the company at least two months before the meeting is held: section 203D(2) of the Corporations Act. A company that receives such a notice may call a meeting so that the vote is taken within two months, but not less than 21 days, of receipt of the notice. As soon as practicable after receiving the notice the company must give the director a copy of the notice. The director is entitled to put their case to the shareholders by giving the company a written statement to be circulated to the shareholders and speaking at the meeting at which the vote to remove the director will be taken.
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