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appointment and, if the signatory is an agent or, where the appointor is a body corporate,
an officer, of his authority.
(5)
The board may decide, either generally or in any particular case, to treat a proxy
appointment as valid notwithstanding that the appointment or any of the information
required under paragraphs (2), (3) or (4) above has not been received in accordance with
the requirements of this article.
(6)
Subject to paragraph (5) above, if the proxy appointment and any of the information
required under paragraphs (2), (3) or (4) above are not received in the manner required
above, the appointee shall not be entitled to vote in respect of the shares in question.
(7)
If two or more valid but differing proxy appointments are received in respect of the same
share for use at the same meeting or on the same poll, the one which is last received
(regardless of its date or of the date of its execution) shall be treated as replacing and
revoking the others as regards that share and if the Company is unable to determine which
was last received, none of them shall be treated as valid in respect of that share.
53.
Notice of revocation of authority
(a)
A vote given or poll demanded by proxy or by a representative of a body corporate shall
be valid notwithstanding the previous termination of the authority of the person voting or
demanding a poll or (until entered in the register) the transfer of the share in respect of
which the appointment of the relevant person was made unless notice of the termination
was received at a proxy notification address not later than the last time at which an
appointment of a proxy should have been received in order to be valid for use at the
relevant meeting or adjourned meeting or, in the case of a poll not taken on the same day
as the meeting or adjourned meeting, before the time fixed for taking the poll.
(b)
A vote given by a proxy or by a representative of a body corporate shall be valid
notwithstanding that he has not voted in accordance with any instructions given by the
member by whom he is appointed. The Company shall not be obliged to check whether
the proxy or representative of a body corporate has in fact voted in accordance with any
such member's instructions.
DIRECTORS
54.
Number of directors
The directors (other than alternate directors) shall not, unless otherwise determined by an
ordinary resolution of the Company, be less than two in number.
55.
Directors need not be members
A director need not be a member of the Company.
ELECTION, APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
56.
Election of directors by the Company
(1)
Subject to these articles, the Company may by ordinary resolution elect any person who is
willing to act to be a director, either to fill a vacancy or as an additional director, but so
that the total number of directors shall not exceed any maximum number fixed by or in
accordance with these articles.
(2)
No person (other than a director retiring in accordance with these articles) shall be elected
or re-elected a director at any general meeting unless:
(a)
he is recommended by the board; or
