47.1 The following Directors automatically retire at the end of each annual general meeting:
(a) any Director (other than a Managing Director – see clauses 47.4 and 65.3) appointed by the Directors since the last annual general meeting;
(b) one third (or if that is not a whole number, the next lowest whole number) of the other Directors (not counting the Managing Director) provided that there must be at least one retiring Director; and
(c) any Director (not counting the Managing Director) for whom this would be the third annual general meeting since their last appointment or three years since their last appointment (whichever is the longer).
47.2 The Directors who must retire under clause 47.1(b) are those Directors who have been longest in office since their initial appointment or their last election (whichever is later). If they became Directors on the same day, they may agree who retires. If they do not agree, they must select by lot who retires.
47.3 For the avoidance of doubt, a director appointed after an annual general meeting under clause 46.1, continues in office until the next annual general meeting at which that director retires under clause 47.1(a) and is eligible for re-election under clause 46.3 at that next annual general meeting. This is so despite there being an intervening general meeting that is not an annual general meeting.
47.4 This clause does not apply to the Managing Director.
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Clause 65.3 reads: The managing Director will not be subject to retirement by rotation.
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Dates of appointments are:
Maria Halasz 19/11/2007
David King 18/1/2008
Graham Kaufman 27/8/2012
Martin Rogers 19/9/2012
The Managing Director appointee does not need to stand for re-election.
My reading is:
47.1(a) does not apply.
47.1(b) One third of the remaining three Directors is one Director.
47.1(c) The Chairman, David King, stood for and was re-elected at the 22 November 2013 AGM. This year's AGM will be the third since the appointments of both Kaufman and Rogers.
47.2 Kaufman is the longer serving of these two Directors.
T7
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