SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 59 Common procedures for handling director resignations are set out in detail in subsection 3.10.2. • Removal of a director . Shareholders have the right to remove a director from the Board by ordinary resolution 40 if they lose confidence in his ability to serve. The Board of a public company is not able to remove a director. This is because a director is elected by shareholders at the AGM and, therefore, only the shareholders have the power to remove him. More details are set out in subsection 3.10.4. • Vacation of office under other circumstances provided for in the company’s constitution . The company’s constitution usually provides for situations in which a director’s office will be automatically vacated. These usually include death or disqualification under the Companies Act (for example, he becomes bankrupt, is convicted of fraud or dishonesty, or is disqualified by a court order) 41 . The LR require companies to announce the cessation of directors, regardless of the method of cessation 42 , on SGXNet. In the event that any retirement or resignation of the director leads to the circumstance in which the company is unable to meet any of the board composition requirements as defined in the LR or the Code, the company should fill the vacancy within two months but in any case not later than three months 43 . 3.10.2 Typically, the company’s constitution will spell out the resignation procedures for directors. At the minimum, the procedures should include the following: • Requirement for a written notice of resignation from the director addressed to the Board at the company’s registered office. 40 Section 152 of the Companies Act. 41 Sections 148, 149, 149A, 154 and 155 of the Companies Act. 42 MR 704(7) and CR 704(6). 43 MR 210(5)(c) and CR 406(3)(c). Effective 1 January 2022. 3A-16