### Companies Ordinance 《公司條例》

462. Resolution to remove director
(1) A company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office, despite anything in its articles or in any agreement between it and the director.
(2) Subsection (1) does not, if the company is a private company, authorize the removal of a director who has held office for life since 31 August 1984.
(3) Subsections (4), (5), (6), (7) and (8) apply in relation to a removal of a director by resolution, irrespective of whether the removal by resolution is under subsection (1) or otherwise.
(4) Special notice is required of a resolution—
(a) to remove a director; or
(b) to appoint somebody in place of a director so removed at the meeting at which the director is removed.

Note—See also section 578 which sets out the requirements regarding special notice.(5) A vacancy created by the removal of a director, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.
(6) A person appointed director in place of a removed director is to be regarded, for the purpose of determining the time at which that person or any other director is to retire, as if that person had become director on the day on which the person removed was last appointed a director.
(7) In relation to a resolution to remove a director before the end of the director’s term of office, no share may, on a poll, carry a greater number of votes than it would carry in relation to the generality of matters to be voted on at a general meeting of the company.
(8) If a share carries special voting rights (that is to say, rights different from those carried by other shares) in relation to some matters but not others, the reference in subsection (7) to the generality of matters to be voted on at a general meeting of the company is to be construed as a reference to the matters in relation to which the share carries no special voting rights.
(9) This section is not to be regarded as depriving a person of compensation or damages payable to the person in respect of the termination of—
(a) the person’s appointment as director; or
(b) any appointment terminating with that as director.

### Companies Ordinance 《公司條例》

463. Director’s right to protest against removal
(1) On receipt of notice of a resolution under section 462(4) to remove a director, the company must forthwith send a copy of the notice to the director concerned.
(2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting at which the resolution is voted on.
(3) If notice is given of a resolution under section 462(4) to remove a director, the director—
(a) may make with respect to the resolution representations in writing to the company (not exceeding a reasonable length); and
(b) may request the company to comply with the requirement specified in subsection (4) in relation to the representations.
(4) The requirement specified for the purposes of subsection (3)(b) is—
(a) if the company receives the representations on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the meeting, the requirement—
(i) to state, in every notice of the meeting given to the members, that the representations have been made; and
(ii) to send a copy of the representations to every member to whom a notice of the meeting is or has been given; or
(b) if the company has not sent a copy of the representations to every member to whom a notice of the meeting is or has been given, the requirement to ensure that the representations are read out at the meeting.
(5) Unless exempted by an order under subsection (6), the company must comply with a request made under subsection (3)(b).
(6) On application by the company or by anyone who claims to be aggrieved, the Court may order that the company is exempted from complying with the request, if it is satisfied that the person who has made representations and made a requirement under subsection (3)—
(a) has abused the right to do so; or
(b) has used such a right to secure needless publicity for defamatory matter.
(7) If the company contravenes subsection (5), the resolution passed under section 462(1) is void even though section 562(1) is complied with.

### Companies Ordinance 《公司條例》

464. Resignation of director
(1) A director of a company may, unless it is otherwise provided in the articles of the company or by any agreement with the company, resign as director at any time.
(2) If a director of a company resigns, the company must deliver a notice of the resignation to the Registrar in the manner required by section 645(4).
(3) Despite subsection (2), if the director resigning has reasonable grounds for believing that the company will not deliver the notice, the director resigning must deliver to the Registrar for registration a notice of the resignation in the specified form.
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the director resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company; and
(b) if notice is so required, whether the notice has been given in accordance with the requirement.
(5) If notice of the resignation of a director of a company is required to be given by the articles of the company or by any agreement with the company, the resignation does not have effect unless the director gives notice in writing of the resignation—
(a) in accordance with the requirement;
(b) by leaving it at the registered office of the company; or
(c) by sending it to the company in hard copy form or in electronic form.
(6) In this section—
director (董事) includes a reserve director and a person regarded as a director under section 455(4).

465. Duty to exercise reasonable care, skill and diligence
(1) A director of a company must exercise reasonable care, skill and diligence.
(2) Reasonable care, skill and diligence mean the care, skill and diligence that would be exercised by a reasonably diligent person with—
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company; and
(b) the general knowledge, skill and experience that the director has.
(3) The duty specified in subsection (1) is owed by a director of a company to the company.
(4) The duty specified in subsection (1) has effect in place of the common law rules and equitable principles as regards the duty to exercise reasonable care, skill and diligence, owed by a director of a company to the company.
(5) This section applies to a shadow director as it applies to a director.
(6) For the purposes of subsection (5), a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its direction or instructions.