YEUNG BING KWONG KENNETH v. MOUNT OSCAR LTD

HCMP 773/2018

[2018] HKCFI 2763

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 773 OF 2018

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J U D G M E N T

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Introduction

1.  By an Originating Summons dated 23 May 2018 (“Originating Summons”), the Applicant seeks a declaration that the ordinary resolution passed at the Extraordinary General Meeting (“EGM”) of the Respondent (“Company”) dated 9 March 2018 (“Resolution”) to remove him as a director is invalid or otherwise null and void and an injunction to restrain the Company from implementing or otherwise acting upon the Resolution.

2.  The gist of the Applicant’s complaint, succinctly summarized in paragraph 2 of Mr Vaughan’s submissions, is that there was procedural irregularity in respect of the passing of the Resolution.  While section 463 of the Companies Ordinance, Cap 622 (“CO”), affords a director, faced with a proposed resolution to remove him, an opportunity to be heard and to make representations at the meeting, no reasons for the proposal to remove the Applicant had been given to him despite repeated demands.  The Applicant therefore complains he had not been given a real, genuine or reasonable opportunity to make meaningful representations at the EGM.  The Applicant also complains the failure to provide reasons for his removal constitutes a breach of natural justice but it seems to this court that this is just another way of saying the Applicant has been denied a real, genuine or reasonable opportunity to make meaningful representations and to be heard at the EGM.

3.  It is pertinent to note that the Applicant accepts all the express statutory requirements in the CO for his removal have been complied with.

4.  Since there is nothing in section 463 of CO which expressly provides for the giving of reasons to the affected director, in essence, the Applicant is contending that a requirement to give reasons should be read into it by necessary implication.  In response to this court’s query as to who has the obligation to give reasons, Mr Vaughan indicates at the hearing that primarily it is the company (acting by its board) which has the obligation, but if the company concerned does not know the reason why a particular shareholder proposes the resolution to remove a particular director, then the obligation falls on the shareholder himself to provide reasons to the affected director or to the company to enable it to fulfill its obligation.

Background

5.  The material facts of this case are simple and not in dispute.

6.  The Company is a private limited company incorporated under the laws of Hong Kong.  Its 2 registered shareholders are and at all material times were Yeung Chi Shing Estates Limited (“YCSEL”) holding 199 shares and Tim Yu Investment Company Limited (“Tim Yu”) holding 1 share as YCSEL’s nominee.  In effect, the Company is beneficially owned by YCSEL solely.

7.  Prior to the EGM, the Applicant was one of 4 directors of the Company.  After his removal, the current board of directors consists of Yeung Ping Leung Howard (“Howard”), Yeung Ho Wai Ping (“Julia”) and Yeung Luk Pui Lan Agnes (“Agnes”). 

8.  On 26 January 2018, YCSEL, as the Company’s majority shareholder, requested the board of directors to call an EGM to consider the removal of the Applicant as a director and gave special notice of the proposed resolution to remove him as a director of the Company with immediate effect.  

9.  On 27 January 2018, the Company secretary, Ms Cheung Kit Man (“Ms Cheung”) issued a Notice of Directors’ Meeting to all directors of the Company to inter alia consider YCSEL’s aforesaid request to call an EGM and to give special notice of the proposed resolution to remove the Applicant as a director of the Company with immediate effect.

10.  On 31 January 2018, the Company’s board of directors resolved to convene the proposed EGM.  At that meeting, the Applicant questioned the reason behind the proposed resolution to remove him.  He also asked Howard to state the grounds of removal, but none were given to him.

11.  On 5 February 2018, Ms Cheung issued a Notice of EGM to be held on 9 March 2018 for the purpose of considering and, if thought fit, passing an ordinary resolution to remove the Applicant as the Company’s director with immediate effect.  

12.  On 8 February 2018, the Applicant issued an email to inter alia Howard, Julia, and Agnes and Howard on behalf of YCSEL in which the Applicantcomplained that he had not received the grounds of his removal as requested in his letter dated 1 February 2018 and requested for the grounds of removal immediately. 

13.  By a letter dated 26 February 2018 (“26 February Letter”) to Howard, Julia, and Agnes, YCSEL and Tim Yu, as well as Ms Cheung, the Applicant reiterated his complaint that the Company and Howard had failed to state the grounds of his removal despite his repeated requests.  Nevertheless, the Applicant went on to set out his objections to the proposed removal of him as a director.  

14.  By a further letter dated 3 March 2018 (“3 March Letter”) to Howard, Julia, and Agnes, YCSEL and Tim Yu, as well as Ms Cheung entitled “My Section 463(3) Representation to the Notice of the Removal of Directorship”, the Applicantreiterated verbatim his representations set out in the 26 February Letter.  The 26 February Letter and the 3 March Letter (“Written Representations”) were circulated to members of the Company.

15.  At the EGM held on 9 March 2018:

(1)  Ms Cheung confirmed that the Written Representations had been circulated to members of the Company.

(2)  The Applicant queried why the reasons for his removal were not given, in response to which the Company’s legal adviser replied that the reasons for the removal of a director were not required to be provided by YCSEL or the Company under the CO.  

(3)  The Applicant read out a statement alleging illegality and irregularity of the proposal to remove him as a director of the Company under section 462(1) of CO.

(4)  The resolution to remove the Applicant was duly passed as an ordinary resolution.

Deliberation

16.  This court shall first set out the statutory regime on the removal of a director by members of a company.

17.  The relevant parts of sections 462 and 463 of CO provide as follows:

“ 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.

…

(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.

…

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).

…

(7) If the company contravenes subsection (5), the resolution passed under section 462(1) is void even though section 562(1) is complied with.”

18.  Also pertinent to the present discussion are sections 562(1), 566 and 567(1) of CO:

“ 562. General Provisions

(1) A resolution of a company is validly passed at a general meeting if-

(a) notice of the meeting and of the resolution is given;

(b) the meeting is held and conducted; and

(c) the resolution is passed,

in accordance with this Subdivision and Subdivisions 4, 5, 6, 7, 8 and 9 (and, if relevant, Subdivision 10) and the company’s articles.

…

566. Member’s power to request directors to call general meeting

(1) The members of a company may request the directors to call a general meeting of the company.

(2) The directors are required to call a general meeting if the company has received requests to do so from members of the company representing at least 5% of the total voting rights of all the members having a right to vote at general meetings.

(3) 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.

(4) Requests may consist of several documents in like form.

(5) A request‑

(a) may be sent to the company in hard copy form or in electronic form; and

(b) must be authenticated by the person or persons making it.

567. Directors’ duty to call general meeting requested by members

(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement.”

19.  This court shall next set out a number of basic principles of company law to provide the legal context relevant to the present case.

20.  First, the CO provides a statutory right to a majority shareholder to remove a director of the company: Gore‑Browne on Companies Vol 1 at 13[19]; Re Opera Photographic Ltd [1989] 1 WLR 634 at 637B; Re E‑Harbour Services Ltd [2014] 5 HKLRD 180 at [32].  The corollary of this is that a director has no statutory right or entitlement to hold on to his office before the end of its term.  Nor does Mr Vaughan suggest that a director has such a right or entitlement under common law.

21.  Second, section 157B of the former Companies Ordinance (Cap 32), the predecessor of sections 462 and 463 of CO, is said to be an important provision governing the power structure of a limited company.  The section cannot be circumvented or abrogated by, for instance, an agreement with the company that someone cannot be removed as a director since the court will not enforce such an agreement: Muir v Lampl & Anr [2005] 1 HKLRD 338 at [10]‑[15].

22.  Third, it is an elementary principle of law that the court will not interfere with the internal management of companies acting within their powers and in fact has no jurisdiction to do so: Kwok Ping Sheung Walter v Sun Hung Kai Properties Ltd [2009] 2 HKLRD 11 (CA) at [19]‑[20]; Zhao Chao v Mingyuan Medicare Development Company Limited & Ors unrep, HCMP 1412 of 2015, 22 March 2016, Ng J at [23].

23.  In Kwok Ping Sheung Walter v Sun Hung Kai Properties Ltd the Court of Appeal held that the termination of Mr Kwok’s appointment as chairman of the company’s board and his re‑designation as a non‑executive director was a matter of internal management of the company. In dismissing Mr Kwok’s application for an injunction against his fellow directors, Rogers VP said at [19]‑[20]:

“ 19. … I consider that the relief sought here is simply something which this Court cannot give. The reason for that is that this whole matter is a matter of internal management by the Board. What the Board apparently is considering is who should be their chairman, and who should be their chairman is, first and foremost, a matter for the Board itself. This Court cannot dictate to a board who should be its chairman. This Court cannot dictate to a company who should be its executive directors. Two hundred years ago, Lord Eldon said in the case of Carlen v Drury (1812) 1 Ves & B 154:

‘ …the court could not undertake the management of every brewhouse and playhouse in the kingdom.’

20. That is a fundamental principle of company law. Lord Davey, 100 years ago, referred in the case of Burland v Earle [1902] AC 83 at p.93, a case referred to by the Judge below:

‘ It is an elementary principle of law relating joint stock companies that the court will not interfere with the internal management of companies acting within their powers, and in fact has no jurisdiction to do so.’ ”(emphasis added)

24.  Lastly, this court shall set out the relevant principles of statutory interpretation relied upon by Mr Vaughan and not disputed by Mr Kok.

25.  In Town Planning Board v Town Planning Appeal Board (2017) 20 HKCFAR 196 at [29], Ma CJ observed as follows:

“ 29. No issue arises between the parties as to the applicable principles regarding the construction of statutes. They are well known and I need not refer to them in any detail save to emphasise the following for the purposes of the present case:

(1) In construing statutory provisions, the court does not merely look at the relevant words. It construes the relevant words having regard to their context and purpose.

(2) The context of the relevant statutory provision should be taken in its widest sense and will of course include the other provisions of the statute. It may also be relevant in any given case to look at the history of the relevant provisions.

(3) Ascertaining the purpose of the statutory provision is obviously relevant, not only to help provide the relevant context, but to give meaning to the words used. In this latter respect, it is to be observed that often the meaning of words by themselves will not be clear unless regard is paid to context and purpose. Words have to be construed but they must not be construed in a vacuum.

(4) In ascertaining the purpose of a statutory provision, the court adopts a flexible and open‑minded approach. The purpose may be clear from the provision itself or it may be necessary to look at the Explanatory Memorandum to the bill introducing the provision or a ministerial or official statement may be utilised for this purpose.”

26.  InPang Yiu Hung Robert v Commissioner of Police & Anor [2003] 2 HKLRD 125, Hartmann J (as he then was) explained the test for necessary implication in construing a statutory provision in this way:

“ Does s.25A limit or abrogate legal professional privilege?

81. I am satisfied that s.25A of OSCO does not in any way limit or abrogate the common law rule of LPP…

82. Earlier, I said that, while legal professional privilege may be limited by legislation, this will only be so where the legislation expressly provides for the limitation or where, as a matter of interpretation, it must necessarily be implied. This, I believe is the test.

83. In R (Morgan Grenfell) v Special Commissioner of Income Tax & Anr [2002] 2 WLR 1299, Lord Hoffmann stated the test in the following terms:

‘…the courts will ordinarily construe general words in a statute, although literally capable of having some startling or unreasonable consequence, such as overriding fundamental human rights, as not having been intended to do so. An intention to override such rights must be expressly stated or appear by necessary implication. The speeches of Lord Steyn and myself in R v Secretary of State for the Home Department, Ex p Simms [2000] 2 AC 115 contain some discussion of this principle and its constitutional justification in the context of human rights. But the wider principle itself is hardly new. It can be traced back at least to Stradling v Morgan (1560) I Pl 199.’

84. The test has been stated to the same effect in a number of common law jurisdictions. See, for example, the dicta of Elias CJ in the recent judgment in Auckland District Law Society v B [2002] 1 WLR 721.

85. There is no reference in s.25A to LPP or indeed to legal practitioners. The question therefore is whether by necessary implication the section must be read as abrogating or limiting LPP. A necessary implication is not the same as a reasonable implication. This was underscored by Lord Hobhouse in R (Morgan Grenfell) v Special Commissioner of Income Tax [2002] 2 WLR 1299 at 1311 where he defined a necessary implication in the following terms:

‘ A necessary implication is one which necessarily follows from the express provisions of the statute construed in their context. It distinguishes between what it would have been sensible or reasonable for Parliament to have included or what Parliament would, if it had thought about it, probably have included and what it is clear that the express language of the statute shows that the statute must have included. A necessary implication is a matter of express language and logic not interpretation.’ ” (emphasis added)

27.  It can be seen from the passage quoted above that the threshold for including in section 463 of CO an additional requirement that a director should be provided with the reasons for his removal by way of necessary implication is very high.  It is not enough for the Applicant to show that the additional requirement is reasonable, sensible or, if the Legislature had thought about it, would probably have included this requirement in section 463. In order to succeed, the Applicant must show it is clear from the express language of section 463 that the additional requirement must have been included.

28.  Mr Kok submits that the Applicant’s contention is fraught with difficulties and must be rejected.  This court agrees.  In this court’s view, the Applicant has not even come close to reaching the high threshold required for including the additional requirement of giving reasons to him as an affected director by way of necessary implication under the CO.

29.  First, it is entirely conceivable that there will be situations in which a company does not know the reason why a particular shareholder proposes the resolution to remove a particular director, for instance, because the shareholder has not disclosed and/or refuses to disclose the reason to the company.  In that situation, the additional requirement of providing reasons to the affected director will put the company in an impossible position — on the one hand, under section 567(1) of CO, the directors have no choice but to call the general meeting requested by the shareholder; on the other hand, the company, acting by its directors, cannot meet the additional requirement of providing reasons to the affected director prior to or at the meeting.  If so, how can it be clear, whether from the express language of section 463 or otherwise, that the additional requirement must have been included?

30.  Second, in order not to put the company in the aforesaid impossible position, Mr Vaughan is compelled to contend that the shareholder in question also has the obligation to provide reasons to the affected director or to the company.  The difficulty with this contention, however, is that it will require the imposition on the shareholder of another additional requirement under section 566(3) of CO by way of necessary implication ie the shareholder’s request to call a general meeting must not only state the general nature of the business to be dealt with at the meeting, but must also state the reasons for the proposed resolution intended to be moved at the meeting.  In this regard, it is again pertinent to note that under section 566(3)(b) of CO, a shareholder may, but is not obliged to, include the text of the proposed resolution in the request.  If a shareholder is not obliged even to include the text of the proposed resolution in the request, how can it be clear that the additional requirement of stating the reasons for the proposed resolution must have been included?

31.  Third, the CO already provides an elaborate procedure for the removal of a director in general meetings, including inter alia the requirement of special notice, the director’s right to be heard and to make written representations, the requirement of sending the representations to the members and the requirement that the shareholder’s request to call a general meeting must state the general nature of the business to be dealt with.  It is difficult to see why, in the context of such an elaborate procedure, it is clear from the express language of section 463 or section 566 that the additional requirement must have been included.

32.  Fourth, at paragraphs 19 and 20 of his submissions, Mr Vaughan can only say this in support of the Applicant’s case:

(1)  It would only make sense if a person is given an opportunity to make meaningful representations on a resolution against him that he be given the grounds or reasons for the proposed resolution if he were to have a real or genuine opportunity to be heard on the matter.  This is an important foundation of procedural fairness and natural justice towards the director concerned.

(2)  The company in general meeting ie all its members equally have the right to hear the director’s reasoned representations on the subject matter before making an informed decision and voting on the proposed resolution.  The right of shareholders to make informed decisions in general meetings is equally fundamental a notion in corporate governance.

33.  It seems to this court that what the above arguments really boil down to is that it is sensible and reasonable that the additional requirement be added to the CO by way of necessary implication.  But that is not the test.

34.  Further, since the Resolution was proposed by the Company’s sole beneficial shareholder, it is artificial to argue that, on the facts of this case, the right of shareholders to make informed decisions is engaged — obviously, YCSEL knew full well why it decided to remove the Applicant as a director of the Company and would not be persuaded otherwise.  On a more general level, it is entirely conceivable that there will be situations in which resolutions to remove a director are put forward by the majority shareholder(s) of a company who have already decided to do so when they put forward the resolutions.  In those situations, the right of shareholders to make informed decisions is similarly not engaged.

35.  In support of his arguments, Mr Vaughan relies on two authorities.

36.  Furber v Royal New South Wales Canine Council Ltd unrep,20416/98, Supreme Court of New South Wales — Common Law Division, 22 December 1998, Kirby J.  In that case, the learned Judge was concerned with an application for an injunction to restrain the putting of a motion to remove the plaintiff as a director of a public company at a Special General Meeting.  The bases on which the injunction was sought were set out in Section 9 of the Judgment and one can immediately see that failure of the company or its board to give reasons to the plaintiff for her removal or breach of natural justice was not a basis relied upon as such.

37.  Mr Vaughan submits the most important part of the Furber decision can be found in Section 11 of the Judgment entitled “An Explanation by the Board to Shareholders”. Under that Section, the opening question posed by the learned Judge was this:

“ Was there a duty, on the part of the Board, to provide information for the guidance of members?”

38.  It is in that context that the passage heavily relied upon by Mr Vaughan should be understood.  At p 24 of the Judgment, Kirby J observed:

“ Fourthly, there is a further matter which reinforces the view that I have formed, though I acknowledge that it is less clear cut. A director who is the subject of a motion for his or her removal, is given the right, under s 227(5) of the Corporations Law, and under the Articles of the company (cl 43), to make representations to the membership once made aware of the motion for removal. The representations are a means of affording the director, as a matter of fairness, an opportunity to defend himself or herself. That opportunity will only be meaningful if the director is apprised of the basis upon which it is said to be in the interests of the company that he or she should be removed. The director will otherwise be boxing at shadows. Is there a need, therefore, to inform the director of the basis upon which it is said to be in the interests of the company as a whole that he or she should be removed? Can one import notions of natural justice into s 227, by virtue of the right given to a director to make representations, which are then circulated to the membership? Mr Foster SC (for the Council) rejects any such construction. The Act makes no such provision. For my part, I believe this aspect is a further facet of the directors’ duty to inform the membership. The membership should be placed in the position where it makes the right decision in the interests of the company, whether it be the removal of the director, or his/her survival. To make the right decision, the membership needs information which (at reasonable length) puts the case for each point of view. If, as I believe, there is an obligation upon those proposing the motion to inform the membership (in circumstances where the motion is not self‑explanatory), their doing so will, at the same time, serve to inform the director. The director is then able to respond to the matters which the members ought to consider before casting their vote. The membership, by this means, will be in a position to make an informed choice between competing arguments. The requirements of natural justice to the director will, incidentally, also have been satisfied…” (emphasis added)

39.  Mr Kok submits and this court agrees that the Furber decision does not assist the Applicant at all.  That case involved a long history and a complex factual background, including in particular the fact that certain misleading information (in support of an earlier aborted attempt to remove the plaintiff as a director) had been made available to the members and was not corrected.  It was in that context that the learned Judge considered the directors were obliged to fully and fairly inform the members as to the motion which they were asked to consider and that providing reasons to the affected director was a further facet of the directors’ duty to inform the membership.

40.  This court does not read the Furber decision as laying down, outside the context of directors’ duty to inform the membership, a separate and independent obligation on the part of a company or its board to inform the affected director the reasons for his proposed removal or that the notions of natural justice must be imported to a case under section 227(1) of the Corporations Law which provided that:

“ A public company may, by resolution, remove a director before the end of the director’s period of office, notwithstanding anything in its articles or in any agreement between it and the director.”

41.  In any event, even if the learned Judge’s own views were as suggested by Mr Vaughan, his reasoning for taking those views was not apparent from the Judgment.  In particular, there was no discussion in the Judgment as to how the obligation to give reasons to the affected director or the notions of natural justice could be read into the Corporations Law by way of necessary implication or how the high threshold required by the authorities was met in that case.  This court is not bound by the Furber decision and is not persuaded to follow it, even if its effect was as suggested by Mr Vaughan.

42.  The next authority relied upon by Mr Vaughan is Johannes Jacobs Pretorius & Anr v Steven Edward Timcke & Ors unrep, High Court of South Africa (Western Cape Division, Cape Town), case number 15479/2014, 2 June 2015, Salie‑Hlophe J.  Again, in this court’s view, that decision does not assist the Applicant.

43.  In that case, the applicants sought an order declaring the respondents/shareholders acted unlawfully when they resolved to remove the applicants as directors of a company and that the resolutions were invalid and should be set aside.  The statutory provisions relating to the removal of a director by an ordinary resolution of members in general meeting were sections 71(1) and (2) of the Companies Act which are similar to those in the CO.  Under section 71(2), the affected director “must be given notice of the meeting and the resolution” and “must be afforded a reasonable opportunity to make a presentation in person, or through a representative, to the meeting, before the resolution is put to a vote”.

44.  The issue to be determined, stated by the learned Judge at [6] of the Judgment, was this:

“ Whilst subsection (2) of the Act sets out the manner and procedure by which shareholders are to remove directors from office, what exactly does section (b) thereof entail. In other words, what exactly is contemplated when provision is made in the [A]ct affording a reasonable opportunity to the affected director to make a presentation in person, or through a representative?”

45.  The passages most relevant to the present discussion can be found at [8], [10] and [11] of the Judgment:

“ [8] …However, in my view, the wording of the relevant section: ‘…must be afforded a reasonable opportunity to make a presentation…’ certainly presupposes that the purpose of the provision is not only to ensure that a majority of shareholders assent to a decision to dismiss a director, but also to ensure that those whose interests may materially be affected by the decisions taken are given an opportunity to put forward relevant information and to ensure that the decision‑makers are appropriately and adequately informed before taking a serious decision.

[10] …To read into the provision that an affected director can make representations, without being furnished with reasons for his or her intended removal, would render the wording of the provision superfluous and without effect. Its simple interpretation would be that the applicants had to be afforded with reasons in order that they could make representations in respect thereof and meet their case accordingly.

[11] In my view therefore the reason was never given by the shareholders and consequently without such reason being made known, the applicants were not afforded the fundamental right to be heard.  By not knowing the reason for their proposed removal, they could not exercise their right to be heard as they undoubtedly did not know on what issues to state their case.  Rules of natural justice and the fundamental principle of audi alterem partem presupposes the right to place facts and evidence before the decision maker.  A prelude to the exercise of the right includes the right to obtain information, particulars or documents so as to place the affected person in a position to meet the case that need be answered.”

46.  It does appear that the learned Judge’s own views were accurately reflected in the passages quoted above, in particular [11] which was heavily relied upon by Mr Vaughan.  Those views led to his conclusion that there was a failure to comply with section 71 of the Companies Act and his Order that the resolutions should be set aside.  However, like the Furber decision, it is not clear from the fairly short Judgment[1] how the obligation to give reasons to the affected director or the notions of natural justice could be read into the Companies Act by way of necessary implication or how the high threshold required by the authorities was met in that case.  In fact, there was no discussion by the learned Judge of the authorities on “necessary implication” at all.  This court is not bound by that decision and, in the absence of clear reasoning based on binding or persuasive authorities, is not persuaded to adopt those views.

47.  To conclude, this court is of the view that there is no legal basis for the Applicant’s contention that a requirement to give reasons for his removal should be read into CO.  That is sufficient to dispose of the present application.

Disposition

48.  For the above reasons, this court hereby dismisses the Originating Summons.

49.  Costs should normally follow the event.  But since counsel for the Respondent Company indicates that it will be seeking indemnity costs and counsel for the Applicant indicates that he will resist it, the parties are directed as follows:  In the absence of agreement within 7 days, they should obtain a hearing date before this court for submissions on costs.