Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 225

225. (1) A public company may, by resolution, remove a director before the
expiration of his period of office, notwithstanding anything in its articles
or in any agreement between it and him, but, where any director so removed was
appointed to represent the interests of a particular class of shareholders or
debenture holders, the resolution to remove him does not take effect until his
successor has been appointed.

(2) Special notice is required of any resolution to remove a director under
this section or to appoint some person in place of a director so removed at
the meeting at which he is removed and, on receipt of notice of an intended
resolution to remove a director under this section, the company shall
forthwith send a copy of the notice to the director concerned, and the
director (whether or not he is a member of the company) is entitled to be
heard on the resolution at the meeting.

(3) Where notice is given pursuant to sub-section (2) and the director
concerned makes with respect to the notice 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 has been or is sent, and, if a copy of the
        representations is not so sent because they were 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 be
        read out at the meeting.

(4) Notwithstanding the foregoing provisions of this section, 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 con-ferred by this section are being abused to secure needless
publicity for defamatory matter, and the Court may order the costs of the
company or the other person 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.

(5) A vacancy created by the removal of a director under this section, if not
filled at the meeting at which he is removed, may be filled as a casual
vacancy.

(6) A person appointed as director in place of a person removed under this
section shall be treated, for the purpose of determining the time at which he
or any other director is to retire, as if he had become a director on the day
on which the person in whose place he is appointed was last appointed a
director.

(7) Nothing in the foregoing provisions of this section shall be taken as
depriving a person removed under those provisions of compensation or damages
payable to him in respect of the termination of his appointment as director or
of any appointment terminating with that as director or as derogating from any
power to remove a director that may exist apart from this section.

(8) A director of a public company shall not be removed by, or be required to
vacate his office by reason of, any resolution, request or notice of the
directors or any of them notwithstanding anything in the articles or any
agreement.