Stop Bleating Call a meeting9 Feb 2021 15:31
Removing a director that has little support and even less shares should be relatively easy. See how VAL did it and also how it was attempted at INSP recently. More disgruntled shareholders should start becoming proactive, especially if you have 2 or 3 percent of shares in issue. A few relatively small holders could make a significant impression. If nothing else it will scare the s***e out of complacent job-for-life directors. Meeting costs can be charged to the company.
The resolution will be passed if a majority of the votes CAST are in favour. Obviously this will tend to be less than the shares in issue due to apathetic holders.
So you only need to gather support of 10% of the shares of UKOG, since the directors appear to have virtually none then the rest must be available somewhere out there, presumably many percent are in private and disgruntled hands. Propose a resolution to remove any director that is not pulling his weight and propose a replacement or hire one.
The following is redacted from The Companies Act 2006
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303 Members' power to require directors to call general meeting
(1)The members of a company may require the directors to call a general meeting of the company.
(2)The directors are required to call a general meeting once the company has received requests to do so from—
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FOR PUBLIC COMPANIES THIS REMAINS MEMBERS WITH VOTING RIGHTS HOLDING AT LEAST 10% OF THE PAID-UP CAPITAL. FOR PRIVATE COMPANIES THE THRESHOLD IS 5% OR 10% OF THE PAID-UP CAPITAL
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(4) A request—
(a) must state the general nature of the business to be dealt with at the meeting, and
(b) may include the text of a resolution that may properly be moved and is intended
to be moved at the meeting.
(5) A resolution may properly be moved at a meeting unless—
(a) it would, if passed, be ineffective (whether by reason of inconsistency with
any enactment or the company's constitution or otherwise),
(b) it is defamatory of any person, or
(c) it is frivolous or vexatious.
(6) A request—
(a)may be in hard copy form or in electronic form, and
b)must be authenticated by the person or persons making it.
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