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(i)
any other office or employment in connection with the management of the
affairs of the Company; or
(ii)
any office (as director or otherwise) or employment in connection with the
management of the affairs of any subsidiary of the Company,
where, for the purposes of this definition of payment for loss of office, references
to compensation and consideration include benefits otherwise than in cash and
references and references to a payment to the director include payment to a
person connected with a director, or payment to any person at the direction of, or
for the benefit of, a director or a person connected with him.
POWERS OF THE BOARD
69.
General powers of the board to manage the Company's business
(1)
The business of the Company shall be managed by the board which may exercise all the
powers of the Company, subject to the Statutes, these articles and any ordinary resolution
of the Company. No ordinary resolution or alteration of these articles shall invalidate any
prior act of the board which would have been valid if the resolution had not been passed or
the alteration had not been made.
(2)
The powers given by this article shall not be limited by any special authority or power
given to the board by any other article or any resolution of the Company.
70.
Power to act notwithstanding vacancy
The continuing directors or the sole continuing director at any time may act
notwithstanding any vacancy in their number; but, if the number of directors is less than
the minimum number fixed by or in accordance with these articles, they or he may act for
the purpose of filling up vacancies or calling a general meeting of the Company, but not for
any other purpose. If no director is able or willing to act, then any two members may
summon a general meeting for the purpose of appointing directors.
71.
Provisions for employees
The board may exercise any of the powers conferred by the section 247 of the Companies
Act 2006 of the United Kingdom to make provision for the benefit of any persons employed
or formerly employed by the Company or any of its subsidiaries in connection with the
cessation or the transfer to any person of the whole or part of the undertaking of the
Company or any of its subsidiaries as if the Company were a company incorporated in
England and Wales
72.
Power to borrow money
The board may exercise all the powers of the Company to borrow money and to mortgage
or charge all or any part of its undertaking, property and assets (both present and future)
and uncalled capital and to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of any third party.
DELEGATION OF BOARD'S POWERS
73.
Delegation to individual directors
The board may entrust to and confer upon any director any of its powers, authorities and
discretions (with power to sub-delegate) on such terms and conditions as it thinks fit and
may revoke or vary all or any of them, but no person dealing in good faith shall be
affected by any revocation or variation.
