34
deemed to be the agent of the director appointing him. An alternate director may be paid
expenses and shall be entitled to be indemnified by the Company to the same extent as if
he were a director but shall not be entitled to receive from the Company any fee in his
capacity as an alternate director.
(4)
Every person acting as an alternate director shall have one vote for each director for whom
he acts as alternate, in addition to his own vote if he is also a director, but he shall count
as only one for the purpose of determining whether a quorum is present.
(5)
Any person appointed as an alternate director shall vacate his office as alternate director if
the director by whom he has been appointed vacates his office as director (otherwise than
by retirement at a general meeting of the Company at which he is re-appointed) or
removes him by notice to the Company or on the happening of any event which, if he is or
were a director, causes or would cause him to vacate that office.
(6)
Every appointment or removal of an alternate director shall be made by notice and shall be
effective (subject to paragraph (1) above) on receipt by the secretary of the notice.
REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS
64.
Directors' fees
(1)
The directors shall be paid fees not exceeding in aggregate £1,000,000 per annum (or
such larger sum as the Company may, by ordinary resolution, determine) as the board
may decide to be divided among them in such proportion and manner as they may agree
or, failing agreement, equally. Any fee payable under this article shall be distinct from any
remuneration or other amounts payable to a director under other provisions of these
articles and shall accrue from day to day.
(2)
The board (or any duly authorised committee of the board) may make arrangements for
such proportion of the fees payable to any director under the provisions of this article as
the board or such committee may from time to time decide, to be provided in the form of
fully paid ordinary shares in the capital of the Company by applying the relevant amount in
the purchase or subscription of such shares on behalf of such director. In the case of a
subscription of shares, for the purposes of this article, the subscription price for such
shares shall be deemed to be the closing middle market price as published in the London
Stock Exchange Daily Official List on the day of such subscription.
65.
Special remuneration
(1)
The board may grant special remuneration to any director who performs any special or
extra services to or at the request of the Company.
(2)
Such special remuneration may be paid by way of lump sum, salary, commission,
participation in profits or otherwise as the board may decide in addition to any
remuneration payable under or pursuant to any other of these articles.
66.
Expenses
A director shall be paid out of the funds of the Company all travelling, hotel and other
expenses properly incurred by him in and about the discharge of his duties, including his
expenses of travelling to and from board meetings, committee meetings, general meetings
and separate general meetings of the holders of any class of shares in the Company.
Subject to the Statutes and any guidelines and procedures established from time to time
by the board, a director may also be paid out of the funds of the Company all expenses
incurred by him in obtaining professional advice in connection with the affairs of the
Company or the discharge of his duties as a director.
67.
Pensions and other benefits
The board may exercise all the powers of the Company to:
