Rotation of directors

Rotation is a means of retiring directors in a company. According to the Companies and Allied Matters Act (CAMA), all the directors shall retire at the first Annual General Meeting of the company, and at subsequent AGMs, one third of the total number of directors shall retire. However, they are allowed to seek re-election in both cases. Note that for subsequent meetings, the directors that have been longest in office shall be the ones up for retirement.

A company may re-elect another director to fill the vacant position at the same meeting where the director is retiring. Where a retiring director seeks to be re-elected, he shall be deemed automatically re-elected.

Where more than one director is up for retirement because more than one was appointed on the same day, they will agree among themselves on who should retire first, otherwise, they cast lots.

Only a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting, unless a written notice signed by a member of the company that is qualified to vote at the meeting has, not less than three and not more than 21 days, before the date of the meeting been delivered to the registered address of the company, stating his intention to propose such person for election and this shall be accompanied by a notice in writing, signed by the person to be elected, stating his willingness to be elected.

Reference- S 259 CAMA

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