Section 205. Retirement of directors

(1) The provision under this section shall apply with regards to the retirement of directors unless there is specific provision in the company’s constitution or the term of appointment regarding retirement of directors.

(2) Notwithstanding subsection (1), a private company may pass a written resolution in accordance with section 297 to determine the retirement of a director.

(3) The directors shall retire as follows:

(a) at the first annual general meeting of a public company, all directors shall retire from office at the conclusion of the meeting; and

(b) at the annual general meeting in every subsequent year, one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office at the conclusion of the meeting.

(4) The directors to retire in every year shall be the directors who have been longest in office since the directors’ last election, but as between persons who became directors on the same day, the directors to retire shall be determined by lot, unless they otherwise agreed among themselves.

(5) A retiring director shall be eligible for re-election as if he is not disqualified under this Act.

(6) Unless otherwise provided in the constitution, the company may appoint any person who is not disqualified under this Act to fill in the vacancy at the annual general meeting at which a director so retires, and if no appointment was made to fill the vacancy, the retiring director shall, if he offers himself for reelection, be deemed to have been re-elected, unless—

(a) at that meeting the company expressly resolved not to fill the vacated office; or

(b) a resolution for the re-election of the director is put to the meeting and lost.