Section 138: Removal of directors

138. Removal of directors (1) Notwithstanding anything in its constitution or in any agreement between it and a director, a director of a public company may be removed from office by an ordinary resolution passed at a meeting called for the purpose that include the removal of a director. (2) Subject to the constitution of a company, a director of a private company may be removed from office by special resolution passed at a meeting called for the purpose that include the removal of the director. (3) The notice of meeting shall state that the purpose of the meeting is the removal of the director. (4) The office of director of a public company or of a subsidiary of a public company shall become vacant at the conclusion of the annual meeting commencing next after the director attains the age of 70 years. (5) Where the office of director has become vacant under subsection (4), no provision for the automatic reappointment of retiring directors in default of another appointment shall apply to that director. [Issue 1] C35 – 88 Revised Laws of Mauritius (6) Notwithstanding anything in this section, a person of or over the age of 70 years may— (a) by an ordinary resolution of which no shorter notice is given than that required to be given for the holding of a meeting of shareholders, be appointed or re-appointed as a director of that company to hold office until the next annual meeting of the company or be authorised to continue to hold office as a director until the next annual meeting of the company; or (b) in the case of an application for incorporation of a public company, be appointed with the consent in writing of the proposed shareholders. (7) Nothing in this section shall limit or affect the operation of any provision in the constitution of a company preventing any person from being appointed a director or requiring any director to vacate his office at any age below 70 years. (8) The provisions of the constitution of a company relating to the rotation and retirement of directors shall not apply to a director who is appointed or reappointed pursuant to subsections (5) to (7) but such provisions of the constitution shall continue to apply to all other directors of the company. [S. 138 amended by s. 6 (d) of Act 15 of 2006 w.e.f. 7 August 2006.]