33
(d)
for more than six months he is absent (whether or not an alternate director
attends in his place), without special leave of absence from the board, from board
meetings held during that period and the board resolves that his office be vacated;
or
(e)
the conduct of the director (whether or not concerning the affairs of the Company)
is the subject of an investigation by the Jersey Financial Services Commission or
any successor body or equivalent body in any foreign jurisdiction and the directors
resolve it is undesirable in the interest of the Company that he remains a director
of the Company; or
(f)
he gives to the Company notice of his wish to resign, in which event he shall
vacate that office on the receipt of that notice by the Company or at such later
time as is specified in the notice.
62.
Executive directors
(1)
The board may appoint one or more directors to hold any executive office under the
Company (including that of chairman, chief executive or managing director) for such
period (subject to the Statutes) and on such terms as it may decide and may revoke or
terminate any appointment so made without prejudice to any claim for damages for breach
of any contract of service between the director and the Company.
(2)
The remuneration of a director appointed to any executive office shall be fixed by the
board and may be by way of salary, commission, participation in profits or otherwise and
either in addition to or inclusive of his remuneration as a director.
(3)
A director appointed as executive chairman, chief executive or managing director shall
automatically cease to hold that office if he ceases to be a director but without prejudice to
any claim for damages for breach of any contract of service between him and the
Company.
(4)
The board may from time to time appoint any person to any office or employment having a
descriptive designation or title including the word "director" or attach to any existing office
or employment with the Company such a designation or title and may at any time
determine any such appointment or the use of any such designation or title. The inclusion
of the word "director" in the designation or title of any such office or employment with the
Company shall not imply that the holder of the office is a director of the Company nor shall
such holder thereby be empowered in any respect to act as a director of the Company or
be deemed to be a director for any of the purposes of the Statutes or these articles.
ALTERNATE DIRECTORS
63.
Power to appoint alternate directors
(1)
Each director may appoint another director or any other person who is willing to act as his
alternate and may remove him from that office. The appointment as an alternate director
of any person who is not himself a director shall be subject to the approval of a majority of
the directors or a resolution of the board.
(2)
An alternate director shall be entitled to receive notice of all board meetings and of all
meetings of committees of which the director appointing him is a member, to attend and
vote at any such meeting at which the director appointing him is not personally present
and at the meeting to exercise and discharge all the functions, powers and duties of his
appointor as a director and for the purposes of the proceedings at the meeting these
articles shall apply as if he were a director.
(3)
Every person acting as an alternate director shall (except as regards power to appoint an
alternate and remuneration) be subject in all respects to these articles relating to directors
and shall alone be responsible to the Company for his acts and defaults and shall not be
