Introduction
- the directors have control of the company’s day to day management;
- directors necessarily have broad powers to carry out such management;
but
- statute places certain controls on directors which act as a check against abuse of their powers;
- directors must disclose certain information about themselves and their dealings with the company;
- shareholder approval must be obtained for certain transactions; and
- shareholders have certain important decisions reserved to them (such as amending the company’s articles of association).
Over the next few posts, I will provide an overview of the statutory provisions governing a shareholder’s power to remove a director from office and related issues. Also covered will be other ways that a director’s office may be terminated and a shareholder’s power to “forgive” (i.e. ratify) a director’s breach in certain circumstances.