(1)A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
(2)Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.
(3)A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
(4)A person appointed director in place of a person removed under this section is treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.
(5)This section is not to be taken—
(a)as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director, or
(b)as derogating from any power to remove a director that may exist apart from this section.
Cases considering section 168 (29)
[2022] EWCA Civ 1371 · 21 October 2022Limits
The statutory power to remove a director belongs to the company in general meeting. It does not prevent a shareholder from contractually fettering its own vote, although no such restraint was established here (see paras [245]-[258]; [291]-[294]).
The subsection permits the company to remove a director by ordinary resolution before expiry of office, notwithstanding an agreement between the company and that director. It does not make an individual shareholder’s voting right inalienable (see paras [245]-[254]).
The subsection’s requirement of special notice forms part of the statutory procedure for removing a director. The good-faith clause did not add an undefined procedural duty beyond that statutory framework (see paras [159]-[160]; [277]).
[2012] EWCA Civ 314 · 15 March 2012Interprets
The statutory policy permitting shareholders to remove a director by ordinary resolution outweighed a minority shareholder’s ability to paralyse meetings by refusing to attend. The provision did not itself override the company’s meeting rules (see para [54]).
[2024] EWHC 3102 (Ch) · 16 January 2025
Applies the statutory provisions concerning removal of directors. Amendments alleging that the purported removal was unlawful or ineffective because of non-compliance with sections 168 and 169 were permitted, subject to removal of vague wording (see paras [83]-[86]).
9 more judgments, and what each says about section 168, are in the
case-law panel in the full Act.
296.This section replaces section 303 of the 1985 Act. Subsection (1) provides that an ordinary resolution is sufficient to remove a director, but requires that it be at a meeting so as to ensure the director’s right to be heard.