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(ii)
a debt or obligation of the Company or any of its subsidiaries for which he
himself has assumed responsibility in whole or in part (either alone or
jointly with others) under a guarantee or indemnity or by the giving of
security;
(c)
(subject to the Statutes) indemnification (including loans made in connection with
it) by the Company in relation to the performance of his duties on behalf of the
Company or of any of its subsidiaries;
(d)
any issue or offer of shares, debentures or other securities of the Company or any
of its subsidiaries in respect of which he is or may be entitled to participate in his
capacity as a holder of any such securities or as an underwriter or sub-
underwriter;
(e)
any transaction or arrangement concerning any other company in which he does
not hold directly or indirectly as shareholder, or through his direct or indirect
holdings of financial instruments (within the meaning of DTR 5) voting rights
representing one per cent. or more of any class of shares in the capital of that
company;
(f)
any arrangement for the benefit of employees of the Company or any of its
subsidiaries which does not accord to him any privilege or benefit not generally
accorded to the employees to whom the arrangement relates; and
(g)
the purchase or maintenance of insurance for the benefit of directors or for the
benefit of persons including directors.
(5)
In the case of an alternate director, an interest of his appointor shall be treated as an
interest of the alternate in addition to any interest which the alternate otherwise has.
(6)
If any question arises at any meeting as to whether an interest of a director (other than
the chairman of the meeting) may reasonably be regarded as likely to give rise to a
conflict of interest or as to the entitlement of any director (other than the chairman of the
meeting) to vote in relation to a transaction or arrangement with the Company and the
question is not resolved by his voluntarily agreeing to abstain from voting, the question
shall be referred to the chairman of the meeting and his ruling in relation to the director
concerned shall be final and conclusive except in a case where the nature or extent of the
interest of the director concerned, so far as known to him, has not been fairly disclosed. If
any question shall arise in respect of the chairman of the meeting and is not resolved by
his voluntarily agreeing to abstain from voting, the question shall be decided by a
resolution of the board (for which purpose the chairman shall be counted in the quorum
but shall not vote on the matter) and the resolution shall be final and conclusive except in
a case where the nature or extent of the interest of the chairman of the meeting, so far as
known to him, has not been fairly disclosed.
(7)
Subject to the Statutes, the Company may by ordinary resolution suspend or relax the
provisions of this article to any extent or ratify any transaction or arrangement not duly
authorised by reason of a contravention of this article.
PROCEEDINGS OF THE BOARD
83.
Board meetings
The board may meet for the despatch of business, adjourn and otherwise regulate its
meetings as it thinks fit. A director at any time may, and the secretary at the request of a
director at any time shall, summon a board meeting.
84.
Notice of board meetings
Notice of a board meeting may be given to a director personally or by word of mouth or
given in hard copy form or in electronic form to him at such address as he may from time
