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  3. security ltd has always been a company that has taken...

Question: security ltd has always been a company that has taken...

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Security Ltd has always been a company that has taken pride in being meticulous about its governance planning.  It has had a string of company secretaries that over the years ensured it was up to the mark.  Particular attention has always been paid to the crafting of the constitution.  There has been recognition that this was an important document.  In particular the division of power between management figures has always been a feature of the work of the constitutional niceties of Security Ltd.  There is an immense amount of fine detail in the constitution of Security Ltd.  The more senior the management figure the more intricate the constitutional arrangement.  A new company secretary was appointed at the same time a fresh managing director was appointed.  The company secretary examines some of the features of the present tenure arrangements for the managing director and ponders a few issues.  The company secretary notes that the practice has been to appoint a managing director of Security Ltd pursuant to a written agreement to hold office for a term of eight years.  The company secretary thinks this is an inordinate period and is puzzled by the longevity of this timespan.  At her previous company it was three years which fits with the contemporary reign of the modern managing director.  When she looks closer at the detail of the appointment of the managing director of Security Ltd she notes some qualifying factors.  For it is apparent that Security Ltd has gone to great lengths to make sure the company has devised a constitution that adopts a provision enabling the general meeting to remove a director by an ordinary resolution at any time.  The company secretary looks closely at that constitutional provision and mulls over what the managing director would be entitled to for damages for wrongful dismissal if he was removed as a director prematurely and without any suggestion of shortcoming on his part.  Your task is to help the company secretary with the issue of what would the upshot be if the managing director is removed prematurely:

a)    By Directors

b)    By the General Meeting Under s203D

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