The position of a company director is not necessarily permanent. Under Nigerian company law, a director can be removed before the expiration of his or her tenure where the statutory requirements for removal are satisfied. The Companies and Allied Matters Act 2020 (CAMA 2020) provides a specific procedure for removing a director from office. The procedure is important because a company cannot simply remove a director informally or disregard the director’s statutory right to respond to the proposed removal. Section 288 of CAMA 2020 provides that a company may remove a director before the expiration of the director’s period of office by ordinary resolution, notwithstanding anything contained in the company’s articles or an agreement with the director. However, the Act requires special notice and gives the affected director an opportunity to be heard. This article explains how a director can be removed from a Nigerian company, who can initiate the process, the procedure that must be followed and what happens after removal. Can a Director Be Removed From a Nigerian Company? Yes. A company can remove a director before the expiration of the director’s tenure. Section 288(1) of CAMA 2020 expressly provides that a company may, by ordinary resolution, remove a director before the expiration of the director’s period of office. This power applies notwithstanding anything contained in the company’s articles or in an agreement between the company and the director. The existence of an employment contract or other agreement with a director therefore does not, by itself, prevent the company from exercising the statutory power of removal. However, removal from the office of director and termination of an employment relationship are separate legal questions. A director who is also an employee can have contractual rights that require separate consideration. What Resolution Is Required to Remove a Director? The removal of a director under section 288 requires an ordinary resolution. An ordinary resolution is generally passed by a simple majority of members entitled to vote and voting at the meeting, subject to the applicable provisions of CAMA and the company’s constitution. The important point is that the company does not require a special resolution merely to remove a director under section 288. However, the company must comply with the separate requirement of special notice. What Is Special Notice? Special notice is a statutory notice required for specified corporate resolutions. Section 288(2) expressly requires special notice of a resolution to remove a director, or to appoint another person in place of the director proposed to be removed. The requirement protects directors from being removed without adequate procedural notice. Who Gives the Special Notice? The members proposing the removal must give the required notice to the company. The company’s subsequent responsibility is to communicate the proposed resolution to the director concerned and the members in accordance with CAMA. The procedure should therefore not be treated as an ordinary board decision. A board of directors cannot simply pass a resolution declaring that another director has been removed where the statutory procedure under section 288 is applicable. Does the Director Have to Be Told About the Proposed Removal? Yes. Once the company receives notice of the intended resolution to remove a director, the company must immediately send a copy of the notice to the director concerned. This applies whether or not the director is also a member of the company. The director is then entitled to be heard on the resolution at the meeting. This is an important procedural safeguard. Does a Director Have a Right to Defend Himself? Yes. The director proposed to be removed has a statutory right to make representations concerning the proposed removal. The director is also entitled to be heard orally at the meeting where the resolution is considered. The purpose is to ensure that members have an opportunity to consider the director’s response before voting on the proposed removal. Can the Director Make Written Representations? Yes. Where the director makes written representations concerning the proposed removal and requests that they be communicated to the company’s members, the company is required to take the steps prescribed by section 288. The representations must not exceed a reasonable length. Subject to the statutory requirements concerning timing, the company must state in the notice of the resolution that representations have been made and send copies of the representations to members who are being sent notice of the meeting. This prevents the company from presenting only one side of the dispute to shareholders. What If the Company Fails to Circulate the Director’s Representations? CAMA provides protection for the director where the representations are not circulated because they were received too late or because of the company’s default. The director can require the representations to be read out at the meeting, without prejudice to the director’s right to be heard orally. However, the court can intervene where it is satisfied that the statutory right concerning representations is being abused. Does the Company Need a Court Order to Remove a Director? No, not ordinarily. Where section 288 applies, removal is effected through the company’s statutory corporate procedure. The company does not ordinarily need to obtain a court order merely to exercise the power of removal. The essential requirements are compliance with CAMA, including the special-notice requirement and the ordinary resolution. However, a court can become involved where the validity of the removal is challenged or where another legal dispute arises concerning the process. Can the Board of Directors Remove Another Director? This requires an important distinction. The statutory power under section 288 is a power of the company exercised through an ordinary resolution, rather than simply a power of the board to remove one of its members. Therefore, where the objective is to remove a director from the office of director under section 288, the statutory procedure involving the members’ resolution must be followed. The board should not substitute an internal board decision for the statutory removal procedure. Can Shareholders Remove a Director? Yes. Shareholders can exercise the company’s power to remove a director