21
24.9
Without limiting the provisions of these Articles, the board may from time to time in
relation to uncertificated shares: (i) approve the appointment of a proxy by means of a
communication sent in electronic form in the form of an "uncertificated proxy instruction"
(a properly authenticated dematerialised instruction and/or other instruction or
notification, which is sent by means of the relevant system and received by such
participant in that system acting on behalf of the Company as the board may prescribe, in
such form and subject to such terms and conditions as the board may from time to time
prescribe (subject always to the facilities and requirements of the relevant system)); and
(ii) approve supplements to, or amendments or revocations of, any such uncertificated
proxy instruction by the same means. In addition, the board may prescribe the method of
determining the time at which any such uncertificated proxy instruction is to be treated as
received by the Company or such participant and may treat any such uncertificated proxy
instruction which purports to be or is expressed to be sent on behalf of a holder of a share
as sufficient evidence of the authority of the person sending that instruction to send it on
behalf of that holder.
25.
Directors
25.1
The Company may, by ordinary resolution, determine the number of Directors and until so
determined the minimum number shall be two and there shall be no maximum. At least
two Directors shall be Independent Directors unless a Sole Directorship Resolution is in
effect. The Company shall keep or cause to be kept at the Office a register of its Directors
in the manner required by the Law.
25.2
Save where the Law otherwise provides, the Company may determine by ordinary
resolution that there shall be only one Director. Such resolution (a
"Sole Directorship
Resolution"
) shall cease to have effect upon the Company ceasing to be permitted by the
Law to have only one Director and shall not revive if the Company again becomes
permitted by the Law to do so.
25.3
A Director need not be a Member but shall nevertheless be entitled to receive notice of and
to attend and speak at any general meeting or at any separate meeting of the holders of
any class of shares in the Company.
25.4
The Directors shall be paid such fees as the Company may, from time to time by ordinary
resolution, determine. 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.
25.5
The board may grant special remuneration to any Director who performs any special or
extra services to or at the request of the Company.
25.6
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.
25.7
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 and general
meetings. Subject to 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.
26.
Alternate Directors
26.1
Any Director may at his sole discretion and at any time and from time to time appoint any
person (other than a person disqualified by law from being a director of a company) as an
alternate Director to attend and vote in his place at any meetings of the board or a
committee appointed by the board at which he is not personally present. Each Director
shall be at liberty to appoint under this Article more than one alternate Director provided
that only one such alternate Director may at any one time act on behalf of the Director by
