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resolution and a statement stating reasons for the resolution, with sufficient specificity
to reasonably permit the director to prepare and present a response. He must be given
a reasonable chance to make presentation personally (or by a representative) at the
meeting before the resolution is put to a vote.
Removal by the Companies Tribunal
A director may be removed from the board by the Companies Tribunal. Where there
are fewer than three directors, and in any circumstances similar to those set out in
Section 71(3), the Companies Tribunal must determine the removal of the director on
application by any shareholder or director.
Removal of Director During Business Rescue Proceedings
At any time during business rescue proceedings, the business rescue practitioner may
apply to a court for an order removing a director from office on the grounds set out in
Section 137(5)(a) and (b). This is in addition to any right of a person to apply to a court
for an order contemplated in Section 162 (a declaration of delinquency).
Compensation
A person who is removed from office as director in terms of Section 71 may have a right
at common law or other right that a person may have to apply to a court for damages
or other compensation for loss of office as a director, or loss of any other office as a
consequence of being removed as a director.
Section 70: Vacancies on the Board
Where there is a vacancy on the board in circumstances as described above, such vacancy
must be filled by a new appointment or new election, which would either be conducted
at the next Annual General Meeting (AGM) of the company (if applicable), or in any other
case, within 6 months of the vacancy, at a shareholders meeting called to elect him or
her or by a poll of persons entitled to exercise voting rights in an election of a director.

REMUNERATION OF DIRECTORS

Unless the MOI provides otherwise, the company may pay remuneration to its directors
for their service as directors, subject to the fact that remuneration contemplated in
this section, may be paid in accordance with a special resolution approved by the
shareholders within the previous two years.
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