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74.
Committees
(1)
The board may delegate any of its powers, authorities and discretions (with power to sub-
delegate) to any committee consisting of such person or persons (whether directors or
not) as it thinks fit, provided that the majority of the members of the committee are
directors and that no meeting of the committee shall be quorate for the purpose of
exercising any of its powers, authorities or discretions unless a majority of those present
are directors. The board may make any such delegation on such terms and conditions as
it thinks fit and may revoke or vary any such delegation and discharge any committee
wholly or in part, but no person dealing in good faith shall be affected by any revocation or
variation. Any committee so formed shall, in the exercise of the powers, authorities and
discretions so delegated, conform to any regulations that may be imposed on it by the
board.
(2)
The proceedings of a committee with two or more members shall be governed by any
regulations imposed on it by the board and (subject to such regulations) by these articles
regulating the proceedings of the board so far as they are capable of applying.
75.
Local boards
(1)
The board may establish any local or divisional board or agency for managing any of the
affairs of the Company and may appoint any persons to be members of a local or divisional
board, or to be managers or agents, and may fix their remuneration.
(2)
The board may delegate to any local or divisional board, manager or agent any of its
powers, authorities and discretions (with power to sub-delegate) and may authorise the
members of any local or divisional board or any of them to fill any vacancies and to act
notwithstanding vacancies.
(3)
Any appointment or delegation under this article may be made on such terms and subject
to such conditions as the board thinks fit and the board may remove any person so
appointed, and may revoke or vary any delegation, but no person dealing in good faith
shall be affected by the revocation or variation.
76.
Powers of attorney
The board may by power of attorney or otherwise appoint any person to be the agent of
the Company on such terms (including terms as to remuneration) as it may decide and
may delegate to any person so appointed any of its powers, authorities and discretions
(with power to sub-delegate). The board may remove any person appointed under this
article and may revoke or vary the delegation, but no person dealing in good faith shall be
affected by the revocation or variation.
DIRECTORS' INTERESTS
77.
Directors' interests other than in relation to transactions or arrangements with
the Company
(1)
If a relevant situation arises the following provisions shall apply if the conflict of interest
does not arise in relation to a transaction or arrangement with the Company:
(a)
if the relevant situation arises from the appointment or proposed appointment of a
person as a director of the Company, the directors (other than the director in
question, and any other director with a similar interest, who shall not be counted in
the quorum at the meeting and shall not vote on the resolution) may resolve to
authorise the appointment of the director and the relevant situation on such terms
as they may determine;
(b)
if the relevant situation arises in circumstances other than in paragraph (a) above,
the directors (other than the director and any other director with a similar interest
who shall not be counted in the quorum at the meeting and shall not vote on the
