A director may not be removed from the board of directors without reasonable opportunity to make a presentation at the meeting in terms of Section 71 of the Companies Act 71 of 2008.
A director may be removed by an ordinary resolution of the shareholders meeting by those entitled to exercise voting rights in an election of that director in terms of Section 71(1) of the Companies Act 71 of 2008.
Section 71 (2)(a) and (b) states that before the shareholders consider such resolution at the meeting, they are required to give sufficient notice in advance of the meeting to be held to the director concerned and include reasons for the proposed removal. This notice is to be hand delivered to the director and signed as acknowledgement of receipt. This will give the director sufficient opportunity to prepare a proper presentation in person or through a representative.
Should the director or his/her representative not appear at the meeting and sufficient time has lapsed, then the shareholders may adopt the motion of removal of the director and notify CIPC accordingly. Note that the proof of notice as well as the Minutes of the Meeting outlining the reasons for the removal of the director must be submitted to CIPC with the supporting documents.
Karen Oosthuizen
13/02/2019