Companies Act 2014 section 1196

Rotation of directors

Section 1196 sets out the rules for the rotation and retirement of directors at annual general meetings of a company limited by guarantee (CLG).

• All directors must retire at the first AGM; thereafter, approximately one-third must retire each year, starting with those longest in office
• Where directors were appointed on the same day, the order of retirement is decided by agreement among themselves or, failing that, by drawing lots
• A retiring director is eligible for re-election and will be deemed re-elected if the CLG does not act to fill the vacancy and the director is willing to continue
• All of these default rules may be varied by the CLG's constitution