Shareholders and director: legal advice

Questioner

We have 2 shareholders and 3 departments, each with its own director. I speak on behalf of one of the departments. Our director, authorized signatory and responsible for all expenses, has quit his job and has 2 months of working time. Now the shareholders want to hire an interim for 1-2 days for a very expensive salary. This will be deducted from our result, which means we will no longer achieve the result and will not receive the bonus. Our current director will be there until 31-12-2015 and does not give permission for these expenses. Can this just happen? Can the shareholders ignore the authority of the director and force these expenses on us? So that we miss out on the bonus? I would like to hear from you. Thanks in advance.

Lawyer

Regarding your bonus, I hope an employment law specialist can answer your question. The 'status' of your director depends on whether he is a 'statutory director' or merely an employee with the function of 'director'. If your director is a 'statutory director', he (separately from the shareholders) has his own responsibility towards the company of which he is a director, which responsibility does not end before the statutory directorship has ended. It is of course true that the majority of the shareholders can decide to dismiss the 'statutory director' or to suspend him.