Ireland · Directors and the secretary

Removing a director, electing a director, remuneration and service contracts

the Companies Act 2014 · sections 142, 144 to 146 and 153 to 156

Removal fails on notice. In the case of a resolution to remove a director under section 146, or to appoint somebody in place of the director removed at the same meeting, the company must be given not less than 28 days' notice of the intended resolution (section 146(3)(a)), and the company must then give its members notice of the resolution in the manner section 146(3)(c) sets out. A board that treats removal as ordinary business at the next meeting has not complied.

Election of a new director is governed separately. Notice of a person's candidacy must be given to the company not less than 3 nor more than 21 days before the day appointed for the meeting, together with the material section 144(4) requires (section 144(4)). The two periods do not run together, and a company that mixes them up loses the meeting.

Sections 142, 144 and 145 govern the appointment, the eligibility of candidates and the rotation and retirement of directors, including the effect of the constitution on each. Section 146 carries the statutory power of removal by ordinary resolution and the protections that go with it, including the director's right to be heard and to have representations circulated.

Sections 153 to 156 govern remuneration and service contracts. It is not lawful for a company to pay a director remuneration, whether as director or otherwise, free of income tax or the universal social charge, or calculated by reference to or varying with the amount of the director's tax liability (section 156(1)). Where such a provision exists it takes effect as if it provided for the corresponding gross sum. Service contracts and the members' right to inspect them are dealt with in the same run of sections.

Working file 21 of the IE-COMPANY agent toolkit covers this situation on its own. It works through each appointment, retirement, rotation and removal in the period under review, the notice given and its date, the representations made and circulated, the remuneration paid to each director and the basis on which it was fixed, and the service contracts held and where members may inspect them. The output marks each duty in sections 142 to 156 with a status and records the evidence relied on.

• Working file 21 · Appointment, removal, remuneration and service contracts of directors

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Appointing directors and the secretary, and the EEA-resident director rule
• Board meetings, written resolutions of directors and the audit committee
• Directors' duties, shadow directors and the compliance statement
• Declaring an interest, loans to directors and substantial transactions
• Notifying interests in shares and debentures and keeping the register

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