Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
If the contract contains more than a two-year notice period to be given to the director, then the shareholders must approve it. The board picks the successful candidate. The directors hold a board meeting to formally make the appointment, or call a general meeting of the shareholders to approve the appointment.
The appointment or reappointment of such Directors falls under ordinary business. Appointment of the auditors and fixing of their remunerations: The shareholders approve the appointment of Statutory Auditors and fix their remuneration.
A resolution for removing a director must be passed in the general meeting of shareholders after giving the director an opportunity of being heard. After passing the resolution, form DIR-12 must be filed with the ROC. After filing the form, the director's name would be struck off from the MCA website.
Your company must have at least one director. Directors are legally responsible for running the company and making sure company accounts and reports are properly prepared.
Appointed Directors means any Director not elected by the Owners.
Directors are thereafter appointed by the majority shareholders entitled to vote on their election, for an indefinite term or as the Memorandum of Incorporation stipulates. Any vacancies on the board may be filled temporarily by election of other board members or as the Memorandum of Incorporation provides.
The following are legitimate grounds for the removal of a board member: Breaching fiduciary responsibilities. Having a conflict of interest. Failing to comply with bylaws. Engaging in illegal and unethical activities. Missing qualifications. Term limits. Passing of ordinary resolution. Retirement of directors by rotation.
The statutory process to remove a director At least 14 days before the shareholders' meeting, the directors must give notice to all shareholders of the meeting. The director being removed is entitled to make representations to the company and speak at the meeting about his/her removal.