Retirement, Rotation, and Removal of Directors under Cama

Flashcards covering the legal framework for the retirement, rotation, re-election, and removal of company directors according to Section 285 and Section 288 of Kama.

Under which section of Kama is the retirement and rotation of directors provided for?

Section 285

How does the transcript distinguish between retirement and rotation?

Retirement deals with the period when directors can leave office, while rotation deals with the mode of determining who among the directors is supposed to retire at a stipulated time.

What occurs regarding directors at the first annual general meeting?

All the directors of the company shall retire.

At subsequent Annual General Meetings, what proportion of directors must retire by rotation?

$\frac{1}{3}$ of the entire number of directors, or the nearest whole number if the total is not a multiple of three.

Are life directors subject to retirement by rotation?

No, life directors are exempted from retirement by rotation and are not included when calculating the number of directors to retire.

Which principle is used to determine which directors retire first?

The principle of first in first out, meaning those who have been longest in office shall retire first.

How is retirement determined if two or more directors were appointed on the same day?

Retirement shall be by casting lot unless they agree among themselves on who should retire.

What is the seniority status of a person who is deemed re-elected as a director?

They become the newest in the office.

What happens to the tenure when a person is appointed to replace a removed director?

The person appointed to replace a removed director continues the tenure of the person removed.

What are the three mentioned exceptions to the rule of retirement by rotation?

1. The articles of association, 2. Director service contracts, and 3. Life directors (though they can be removed or vacate office).

Under what conditions is a retiring director deemed re-elected if they offer themselves for re-election?

Provided that no one has been appointed to replace them, their re-election was not put to a vote and lost, and there is no resolution postponing the filing of the vacancy.

Under which section of Kama is the removal of directors brought?

Section 288

When is a shadow director presumed to have been removed?

Once their instructions are no longer followed by the company.

What happens to a person's executive positions, such as Managing Director or Chairman, once they are removed as a director?

They cease to occupy any executive position.

What is the relevant case cited regarding the cessation of executive positions upon removal as a director?

Longe versus FBN

Can a protective clause in the articles of association or a non-termination clause in a service contract prevent a director's removal?

No, such clauses cannot stop a director from being removed by the members.