At a Glance
- BP's termination of its board chair, Albert Manifold — of which he had no prior notice and only seven months after his well-publicised appointment — has generated significant attention amongst commentators and investors.
- We surveyed the articles of association of the FTSE 100 companies and found that 80 provide the power of removal to the board (meaning that 20 require a shareholders' resolution to terminate a director against their will).
- By contrast, removal of a director in a US corporation typically requires stockholder action. Looking at Delaware as representative, the board may call a special meeting of stockholders to vote on removal and explain why they recommend it, but as a practical matter this process is relatively cumbersome (requiring notice, proxy solicitation, and the convening of a stockholder meeting).
Background
On 27 May 2026, BP plc, a major energy company, announced the removal from its board of the chair, Albert Manifold, citing "serious concerns" about his behaviour. These included allegations of bullying and overreaching his role. Manifold has denied these and has reportedly instructed counsel to represent him. Nonetheless, his termination — of which he had no prior notice and only seven months after his well-publicised appointment — has generated significant attention amongst commentators and investors.
In light of this controversy, we explore applicable law and practice on terminating a directorship in the UK and by way of comparison in the US (outside of any service contract that may apply).
The Role of Chair
In the UK, the Corporate Governance Code lays down that the roles of chair and CEO should be separated and not held by one person. This principle originated in the 1992 Cadbury Report and although not legally binding has become a cornerstone of UK best practice.
Accordingly, a CEO will be an executive with responsibility for day-to-day management whilst a chair should be a nonexecutive director providing leadership (primarily) to the board.
Removing a Director under English Law
English companies are governed subject to the Companies Act 2006 (the Act) and by their articles of association. The Act includes a statutory right for shareholders to remove a director by ordinary resolution (which cannot be varied by the articles). Any additional rights of removal would arise under the articles, and it's necessary to consider them on a case by case basis.
Removal of a BP Director
BP's articles state that a director shall cease to hold office where "all of the other directors vote in favour of, or approve, a resolution stating that the director should cease to be a director". This was the constitutional basis on which BP's board voted to remove Manifold. Although unanimity is a high threshold, there are no notice or unwieldy procedural requirements (which contrasts with the position if a shareholder resolution is required1).
Removal of Directors at Other FTSE 100 Companies
We surveyed the articles of the other FTSE 100 companies and found that 80 provide the power of removal to the board (meaning that 20 require a shareholders' resolution to terminate a director against their will). There is a further distinction in that some require a unanimous resolution whilst others provide for a majority decision.
Analysis of FTSE 100 Companies with a Provision in Their Articles*
| Directors' Power to Remove? | Number of FTSE 100 Companies |
|---|---|
|
Majority consent required |
37 |
|
Unanimous consent required |
43 |
|
No power provided |
20 |
*Reflects Q2 2026 FTSE 100. Source: Faegre Drinker, London
Model Articles — The Default Position
The Model Articles of Association for Limited Companies, which apply by default to both private and public companies (unless modified), contain no power for the board to remove a director. A company operating under unamended model articles would therefore by default need to rely on the statutory mechanism and a shareholder resolution to remove a director. Invariably however, sophisticated companies have tailored articles.
Comparison with Delaware Law
By contrast, removal of a director in a US corporation typically requires stockholder action.
Looking at Delaware as representative, under § 141(k) of the Delaware General Corporation Law (DGCL) the power of removal is reserved for stockholders. Even if a majority of directors conclude that another director poses an immediate and irreparable threat to the company, and the evidence of misconduct is compelling, a stockholder vote is still required. Directors still retain fiduciary obligations, including in addressing misconduct by other directors. The board may call a special meeting of stockholders to vote on removal and explain why they recommend it, but as a practical matter this process is relatively cumbersome (requiring notice, proxy solicitation, and the convening of a stockholder meeting).
Conclusion
The BP episode illustrates that directors of English companies can be more susceptible to removal than they might assume. Forewarned is forearmed! In contrast, directors of US corporations are not typically liable to termination without the involvement of stockholders.
- Section 168 of the Act, which requires shareholders to pass an ordinary resolution at a general meeting, preceded by 28 days' special notice. The director is also granted the right to be heard and to circulate written representations under section 169.
