The Removal of Director Resolution is a crucial corporate governance document used when a company needs to formally remove a director from their position. Under Malaysian law, particularly the Companies Act 2016, this process requires proper documentation through a formal resolution, which can be passed either by shareholders in a general meeting or through a written resolution. The document must comply with specific legal requirements, including providing special notice, allowing the director an opportunity to make representations, and following any additional procedures specified in the company's constitution. This resolution is typically used in situations such as director misconduct, repeated non-performance, conflict of interest, or other circumstances where the removal of a director is deemed necessary for the company's best interests. For listed companies, additional requirements under the Bursa Malaysia Listing Requirements must also be considered.
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1. Title and Company Details: Full legal name of the company, company registration number, and statement that this is a resolution for removal of director
2. Date and Type of Resolution: Specification of whether this is a shareholders' resolution in general meeting or written resolution
3. Recitals: Background information including reference to relevant Companies Act sections, notice requirements, and any relevant company constitution provisions
4. Director Details: Full name, identification/passport number, and position of the director to be removed
5. Resolution Statement: The formal resolution statement for removal of the director
6. Effective Date: Clear statement of when the removal takes effect
7. Certification: Certification of the resolution by the appropriate officer (usually company secretary or chairman)
1. Quorum Statement: Required when the resolution is passed in a meeting, confirming that the required quorum was present
2. Director's Right to Speak: Statement confirming that the director was given reasonable opportunity to make representations, as required by Section 195(4) of Companies Act 2016
3. Voting Results: Include when the resolution is passed in a meeting, showing the count of votes for and against
4. Additional Requirements: Any special requirements from the company's constitution or listing requirements if applicable
5. Appointment of Replacement Director: If a new director is being appointed immediately to fill the vacancy
1. Notice of Resolution: Copy of the special notice given for the resolution as required by Companies Act 2016
2. Director's Representations: Any written representations made by the director being removed, if applicable
3. Meeting Minutes: If removal was done in a meeting, extract of relevant meeting minutes
4. Voting Records: For listed companies or when required, detailed voting records and proxy forms
5. Company Constitution Extract: Relevant sections of the company constitution relating to director removal
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Financial Services
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Healthcare
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Transportation
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Professional Services
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Education
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Relevant Teams
Legal
Corporate Secretarial
Compliance
Board of Directors
Corporate Governance
Executive Management
Shareholder Relations
Administrative
Relevant Roles
Board Chairman
Company Director
Company Secretary
Chief Executive Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Manager
Legal Counsel
Board Member
Corporate Secretary
Governance Manager
Shareholder Relations Manager
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