Appendix II. An example showing how the Rotation of Directors provisions found in Tables A and C might work in practice

Transcription

1 Appendix II An example showing how the Rotation of Directors provisions found in Tables A and C might work in practice In the example which follows we are assuming that the company is authorised to have up to 6 directors, and that the members do not at any stage exercise their power Regulation 97 of Part I of Table A or Regulation 46 of Table C to increase or reduce the number of directors by ordinary resolution. Those regulations where they apply 726 provide that in conjunction with the passing of such a resolution [the members] may also determine in what rotation the increased or reduced number is to go out of office. (a) Period from incorporation to 2011 (b) Period from after 2011 to 2012 David Frank disqualified Section 160(1) of Clare was removed from office. this ( regulation 98 of office only until next, but are eligible for re-election at that. Elizabeth and Frank co-opted as additional directors, to bring number up to maximum permitted company s articles retirement by rotation rules i.e. [1] [2] David nearest one-third, except at the first. All: in accordance with regulation 92 or 41 all the directors retire from office at the first. 2 the number in row [5]. All five are equally long in office. 726 See paragraph [9.05] concerning the extent to which the regulations contained in Table A or C may not necessarily be contained in the articles of association of any particular management company.

2 (a) Period from incorporation to 2011 (b) Period from after 2011 to 2012 as to who will ; or, in Brian agrees to, David is the unlucky person when the other directors draw lots [9] Directors retiring from office at and offering themselves for reelection Frank Brian and David Grainne [11] Outcome of Frank all deemed reelected regulation 95 of Part I of Table A, or regulation 44 of Table C. Motion for the election of Grainne defeated. Brian & David deemed reelected regulation 95 of Part I of Table A, or regulation 44 of [c] Period from after 2012 to 2013 [d] Period from after 2013 to 2014 disqualified Section 160(1) of this ( regulation 98 of office only until next, but are eligible for re-election at that.

3 [c] Period from after 2012 to 2013 [d] Period from after 2013 to 2014 retirement by rotation rules (= [1] [2]) nearest one-third. 2 2 the number in row [5] Ann, Elizabeth and Frank equally Ann longest; Brian and David are jointly the nextlongest Ann as to who will ; or, in Elizabeth and Frank, following a decision by lot. David agrees to go up for re-election [9] Directors retiring from office at and offering themselves for reelection. Elizabeth and Frank Ann and David Grainne (again) [11] Outcome of Motions successfully carried (1) opposing Frank and (2) proposing the election of Grainne. Ann & David deemed re-elected regulation 95 of Part I of Table A, or regulation 44 of Elizabeth deemed reelected regulation 95 of Part I of Table A, or regulation 44 of Table C.

4 [e] Period from after 2014 to 2015 [f] Period from after 2015 to 2016 Grainne, Harry, disqualified Section 160(1) of Brian resigns.. this ( regulation 98 of office only until next, but are eligible for re-election at that. Harry co-opted to replace Brian. John retirement by rotation rules (= [1] [2]) Grainne, Harry, nearest one-third. 1 2 the number in row [5]. Elizabeth and Grainne equally Grainne longest; Ann and David are jointly the next longest Grainne as to who will ; or, in Elizabeth, by agreement with Grainne. David, having tossed the coin with Ann. [9] Directors retiring from office at and offering themselves for reelection. Elizabeth and Harry Grainne, David and John

5 [e] Period from after 2014 to 2015 [f] Period from after 2015 to 2016 [11] Outcome of Motions (1) opposing Elizabeth and (2) proposing the reelection of Harry and (3) proposing the election of successfully carried. Motion proposing John successfully carried. Grainne and David deemed re-elected regulation 95 of Part I of Table A, or regulation 44 of