Companies Act 2014 section 1090

Rotation of directors

Section 1090 sets out the rules for the rotation and retirement of directors of a public limited company (PLC) at annual general meetings.

• All directors must retire at the PLC's first AGM; at each subsequent AGM, one-third (or the nearest number to one-third) must retire, starting with those longest in office since their last election.
• These rotation rules are default provisions and apply only to the extent that the PLC's constitution does not provide otherwise.
• A retiring director is eligible for re-election and, if offering themselves for re-election and no replacement is elected, is deemed re-elected automatically — unless the meeting resolves not to fill the vacancy or a resolution for their re-election is put to a vote and lost.
• Where several directors took office on the same day, the order of retirement is decided by agreement among themselves or, failing that, by drawing lots.