How are company directors appointed and removed in Trinidad and Tobago?

Who can be a director

Under the Companies Act (Chapter 81:01), a company must have at least two directors and may not appoint a nominee director. Breaching the ban is an offence by the company and every director and officer (s 64(1), (3), (4); see the page on forming a company). A public company needs at least three, two of whom are not officers or employees of the company or its affiliates (s 64(1)). The articles fix the number, or a minimum and maximum (s 9(1)).

A director may be an individual or a body corporate (s 64(2)). A director need not own shares unless the articles require it (s 70). These people cannot be directors (ss 8(2), 68):

• anyone under 18;
• anyone mentally ill within the meaning of the Mental Health Act;
• an undischarged bankrupt; and
• anyone the court has disqualified, on the Registrar's application, as unfit to manage a public company, for the period of the order (up to 5 years) (ss 68(2), 69).

First directors and elections

The incorporators file a notice naming the first directors with the articles. Those directors hold office from incorporation until the first meeting of shareholders (s 71(1), (2)).

At that meeting, and at each later annual meeting where an election is due, the shareholders elect directors by ordinary resolution, for a term ending no later than the close of the third annual meeting after the election (s 71(3)). A director elected without a stated term leaves office at the close of the next annual meeting (s 71(5)). If no directors are elected, the existing directors stay in office until successors are elected (s 71(6)).

Filling a vacancy

A quorum of directors may fill a vacancy, unless the vacancy comes from an increase in the number of directors or a failure to elect the required number (s 77(1)). If there is no quorum, or the shareholders failed to elect enough directors, the directors in office must immediately call a special meeting of shareholders. If they do not, or there are no directors, any shareholder may call it (s 77(2)). The articles may require vacancies to be filled only by shareholders (s 77(4)). The new director serves out the predecessor's term (s 77(5)).

Removing a director

Shareholders may remove any director by ordinary resolution at a special meeting (s 75(1)(a)). They may also remove, at an annual meeting, a director elected for more than 1 year who is not up for re-election (s 75(1)(b)). A director elected by a class of shares with an exclusive right to elect may be removed only by that class (s 75(2)), and cumulative voting limits removal where the articles provide for it (s 73(g)).

Notice of the meeting goes to every voting shareholder, every director and any auditor, at least 10 and no more than 50 days before it, and must describe the business in enough detail for shareholders to form a reasoned judgment (ss 113(1), 114(2)).

The director is entitled to notice of, and to attend and be heard at, every shareholders' meeting (s 76(1)). A director facing removal may give the company a written statement of reasons for opposing it. The company must immediately send it to the Registrar and to the shareholders entitled to notice, unless it is included in a management proxy circular (s 76(2), (3)). Once a director has submitted that statement, the shareholders cannot act by written resolution instead of a meeting (s 132(1)).

Resignation, and telling the Registrar

A director may resign in writing. The resignation takes effect when it is served on the company or at any later time it states (s 74(2)). A resigning director may also give the company a written statement of reasons, which it must circulate (s 76(2), (3)).

Within 30 days after any change among its directors, the company must deliver a notice of the change to the Registrar, certified by a director or officer or by an authorised corporate service provider (s 79(1)). An interested person or the Registrar may ask the court to order the company to file (s 79(2)). A late filing attracts a monthly penalty, up to a cap (s 516).