Ann: Notice of Intention to Remove and Appoint Directors, page-7

JDR5,


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Section 203D Section 203D(1) provides that a public company may by resolution remove a director from office despite anything in:

• the company’s constitution (if any)

• an agreement between the company and the director or

• an agreement between any or all members of the company and the director.

Under s 203D(2) of the Corporations Act, notice of intention to move the resolution must be given to the company at least two months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given, the meeting may pass the resolution even though the meeting is held less than two months after the notice of intention is given.

Section 203D(3) also requires that the company must give the director a copy of the notice of intention as soon as practicable after it is received. The director is entitled under s 203(4) to put their case to shareholders by giving the company a written statement for circulation to members and speaking to the motion to remove them at the meeting. The director’s statement must be circulated to all members to whom the notice of meeting is sent, if there is time to do so, or if there is not enough time to do so, the statement must be distributed to members attending the meeting and read out at the meeting before the resolution is voted on: s 203D(5). The director’s statement does not have to be circulated to shareholders if it is more than 1,000 words long or defamatory: s 203D(6).



MI