Document background
The Resolution to Remove Board Member is a crucial corporate governance document used when shareholders seek to remove a director from a company's board in Ireland. This document is typically required when there is a need to change board composition, whether due to performance issues, strategic restructuring, conflicts of interest, or other corporate governance matters. The resolution must comply with the Companies Act 2014, particularly Section 146 which provides shareholders the statutory power to remove directors by ordinary resolution, regardless of any provisions in the company's constitution. The document must include specific elements such as proper notice periods, voting procedures, and certification requirements. It may also need to address any representations made by the director being removed and should be drafted with consideration of potential legal implications, including possible unfair dismissal claims if the director is also an employee.
