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Classification: General
No.
EXISTING ARTICLES OF ASSOCIATION
PROPOSED NEW ARTICLES OF ASSOCIATION
13
No equivalent article
Article 59 (Separate resolutions for election of each director)
14
Article 28.1 (Appointment of directors)
Directors are appointed by the board
Article 61 (Retirement of directors)
All directors retire at every third AGM and are eligible for re-election (at that AGM)
15
No equivalent article
Article 65(1) (Power to appoint alternate directors)
No director may appoint an alternate director without the prior approval of the
nomination committee
16
Article 32.1 (Proceedings of directors)
Requirement for the board to meet at least once every
quarter of each financial year
Article 84(1) (Board meetings)
Requirement for the board to hold not less than 4 board meetings per year
17
Article 32.3 (Proceedings of directors)
The quorum for board meetings is a majority of the board
Article 86 (Quorum for board meeting)
The quorum for board meetings is the higher of (a) three directors and (b) a majority
of directors
18
Article 32.10 (Proceedings of directors)
Each of the audit committee, nomination committee and
remuneration committee shall consist of at least one
independent director
Article 76(3) (Committees)
Each of the audit committee, nomination committee and remuneration committee
must consist of a majority of independent directors and be chaired by an independent
director
19
No equivalent article
Article 76(4) (Committees)
The main roles and responsibilities of each of the audit committee, nomination
committee and remuneration committee shall be in accordance with the UK Corporate
Governance Code from time to time
20
No equivalent article
Article 87(3) (Chairman or deputy chairman to preside)
If the chairman is not independent, the nomination committee will also appoint one of
the independent directors as the senior independent director (if not already
appointed) whose main roles and responsibilities will be in accordance with the UK
Corporate Governance Code from time to time