Appointment of directors
Directors may be appointed by the Board of directors (usually provided for in the Articles of Association) or the shareholders, subject to a consent to act. The directors of a company may be appointed by an ordinary resolution passed by the shareholders of the company in a general meeting.
An ordinary resolution is a formal decision passed by at least fifty percent (50%) of the votes cast at a meeting.
The company will need to obtain the individual’s written consent to act as a director and a statement of non-disqualification to act as a director.
Once the director has been appointed, the company will need to file a notice with the ACRA within 14 days from the date of appointment via the Bizfile+ website. The notice is normally lodged by any director or the company secretary.
A Singapore company may have a minimum of 1 director, unless the Articles of Association provide otherwise.
However, a director of a public company or a subsidiary of a public company who is over 70 years old must be appointed or reappointed by an ordinary resolution passed by an AGM of the company.
Removal of directors
Directors may be removed by the shareholders. He may be removed by an ordinary resolution of the shareholders.
Removal of directors of a public company
In the case of a public company, S152(1) of the Companies Act (“CA”) states that shareholders’ approval is required for the removal of directors by ordinary resolution before the expiration of his period of office, notwithstanding anything in the Constitution of the Company or any agreement between the public company and the director.
However, where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove the directors shall only take effect after his successor has been appointed.
S152(8) of the CA states that directors of public companies are not allowed to remove other directors by any resolution, request or notice of the directors or any of them notwithstanding anything in the Constitution or in the agreement.
Removal of directors of a private company
In the case of a private company, S152(9) of the CA states that subject to any provision in the Constitution, a director may be removed by ordinary resolution (i.e. more than 50% of votes in favour of removal) before the expiration of his period of office notwithstanding anything in any agreement between the private company and the director.
The Constitution of a private company can provide for alternatives to be used in the removal of directors such as the right to remove directors is vested in one majority shareholder.
Appointment of Alternate Directors
The Articles of Association usually allow any directors to appoint alternate directors. The appointment is stated under clause 98 in the model Constitution provided by the ACRA which states that:
- Any alternate director appointed must be approved by the board of directors
- These alternate directors may attend meetings and vote on behalf of the director who appoints him.
- The alternate director is not required to hold any shares (i.e. need not be a shareholder)
- The alternate director must vacate office if the director he is representing vacates office or removes him as an alternate director.
- Any appointment or removal of alternate director must be effected by notice in writing under the hand of the director making the appointment or removal of the alternate director.
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