Companies Act 2014
Rotation of directors
1196. (1) Each provision of this section applies save to the extent that the CLG’s constitution provides otherwise.
(2) At the first annual general meeting of the CLG all the directors shall retire from office.
(3) At the annual general meeting in every subsequent year, one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third shall retire from office.
(4) The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(5) A retiring director shall be eligible for re-election.
(6) The CLG, at the meeting at which a director retires in any of the foregoing instances, may fill the vacated office by electing a person to it.
(7) In default of the CLG doing so, the retiring director shall, if offering himself or herself for re-election, be deemed to have been re-elected, unless—
(a) at such meeting it is expressly resolved not to fill such vacated office, or
(b) a resolution for the re-election of such director has been put to the meeting and lost.