How to appoint or remove a Company Secretary.

A secretary shall be appointed and removed by the directors.

Where it is intended to remove the secretary of a public company, the board of directors shall;

Give him/her notice‐

(a) stating that it is intended to remove him;

(b) setting out the grounds on which it is intended to remove him;

(c) giving him a period not less than seven working days within which to make his defence; and

(d) giving him an option to resign his office within a period of seven working days.

Where, following receipt of the notice, the secretary does not within the given period resign his office or make a defence, the board may remove him from office and shall make a report to the next general meeting; but where the secretary, without resigning his office, makes a defence and the board does not consider it sufficient, if the ground‐ on which it is intended to remove him is that of fraud or serious misconduct, the board may remove him from office and shall report to the next general meeting. Where the reason is other than of fraud or serious misconduct, the board shall not remove him without the approval of the general meeting, but may suspend him and shall report to the next general meeting.

Where a secretary suspended is removed with the approval of the general meeting, the removal may take effect from such time as the general meeting may determine.

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