 | | | | | Appointment, resignation and removal of managers from office |
Appointment
Managers are appointed in the memorandum of association or subsequently elected by means of resulution of members, where the articles of association do not provide for any other form of appointment.
The managers´ duties continue for as long as they are not terminated by virtue of dismissal or resignation, notwithstanding another duration being fixed in the memorandum of association or the deed of appointment.
The appointment must be registered with the Company Registry Office and it only becomes effective against third parties after the date of the respective registration.
Resignation
Managers are free to resign from office, which must be communicated to the company in writing. The resignation is only effective eight days after receipt of the letter.
Resignation without just cause is permitted by law, as long as advance notice deemed to be of reasonable length is provided. The resigning manager is obliged to compensate the company for any losses caused unless the length of time between the notice of resignation and the effective date is deemed to be sufficient for the company to recruit a replacement.
The resignation must be registered with the Company Registry Office and it only becomes effective against third parties after the date of the respective registration.
Removal from office
The members may decide on removing managers from office at any time. The articles of association may require a qualified majority or other such requirement to that end. If the removal from office has just cause, it can always be approved by simple majority.
The serious breach by the managers/directors of their respective duties and the incapacity for the normal performance of the respective tasks, constitutes just cause for removal.
If no indemnity is stipulated in the articles of association, a manager dismissed without just cause has the right to be awarded compensation for any losses incurred.
A member cannot vote on a resolution to remove the same from the managerial post held, with just cause.
The removal from office must be registered with the Company Registry Office and it only becomes effective against third parties after the date of the respective registration. | | |  | |
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