2008年6月ACCA考试：Part I真题答案(12)

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　　(c) Retirement by rotation.

　　Definition

　　Retirement by rotation is an arrangement in a director’s contract that specifies his or her contract to be limited to a specific period (typically three years)after which he or she must retire from the board or offer himself (being eligible)for re-election. The director must be actively re-elected back onto the board to serve another term. The default is that the director retires unless re-elected.

　　Importance of

　　Retirement by rotation reduces the cost of contract termination for underperforming directors. They can simply not be re-elected after their term of office expires and they will be required to leave the service of the board as a retiree (depending on contract terms).

　　It encourages directors’ performance (they know they are assessed by shareholders and reconsidered every three years)and focuses their minds upon the importance of meeting objectives in line with shareholders’ aims.

　　It is an opportunity，over time，to replace the board membership whilst maintaining medium term stability of membership (one or two at a time).

　　Applied to Rosh

　　Retirement by rotation would enable the board of Rosh to be changed over time. There is evidence that some directors may have stayed longer than is ideal because of links with other board members going back many years.