Can our board remove a director who won’t disclose conflicts and blocks key votes in Australia?

Because the breach is a strict‑liability offence, the company can act to protect itself without first needing a court order. The usual way to remove a non‑co‑operating director is to call a board meeting (or a shareholders’ meeting if the constitution requires it) and pass a resolution under s 203D of the Act. The notice must specify that the resolution is to remove the director, give the director a reasonable opportunity to attend and be heard, and be circulated at least 14 days before the meeting (or as the constitution allows). Once the resolution passes, the company must lodge a Form 48A (Notice of Change of Director) with ASIC within 28 days. If the director blocks the meeting or refuses to step aside, the remaining directors can apply to the Supreme Court for an order compelling removal (or for an injunction to prevent the director from voting on the conflicted matter) and may also lodge a complaint with ASIC, which can impose civil penalties, fines or disqualify the director under the same sections. Meanwhile, any decisions taken while the conflicted director was voting should be reviewed, and any profit obtained from the conflict must be accounted for and possibly returned to the company. In practice you should: Document the conflict – record in the minutes that the director failed to disclose under s 191 and that they voted despite the conflict. Issue a formal notice to the director demanding withdrawal from the specific agenda items and, if they persist, invoking the removal resolution under s 203D. Pass the removal resolution at a properly noticed meeting and lodge the ASIC change‑of‑director form. If the director continues to obstruct, seek a court order for removal and consider ASIC enforcement to protect the company and its financing plans. Sincerely, Ascendance International Organization