22
whom he has been appointed. Every such appointment shall be effective and the following
provisions shall apply in connection therewith:
(a)
every alternate Director while he holds office as such shall be entitled to notice of
meetings of the board (and any committee appointed by the board of which his
appointor is a member) and to attend and to exercise all the rights and privileges
of his appointor at all such meetings at which his appointor is not personally
present;
(b)
every alternate Director shall ipso facto vacate office if and when his appointment
expires or the Director who appointed him ceases to be a Director of the Company
or removes the alternate Director from office by notice under his hand served upon
the Company;
(c)
every alternate Director shall be entitled to be paid all travelling, hotel and other
expenses reasonably incurred by him in attending meetings. The remuneration (if
any) of an alternate Director shall be payable out of the remuneration payable to
the Director appointing him as may be agreed between them;
(d)
the appointment of a person as an alternate Director who is not a Director requires
the approval of the board;
(e)
a Director may act as alternate Director for another Director and shall be entitled
to vote for such other Director as well as on his own account, but no Director shall
at any meeting be entitled to act as alternate Director for more than one other
Director; and
(f)
a Director who is also appointed an alternate Director shall be considered as two
Directors for the purpose of making a quorum of Directors when such quorum shall
exceed two.
26.2
If a Director who has appointed an alternate Director is for the time being temporarily
unable to act through ill health or disability the signature of the alternate Director to any
resolution in writing made by the Directors shall be as effective as the signature of his
appointer.
26.3
The instrument appointing an alternate Director may be in any form approved by the
board including the following form:
"(_Insert name of Company_)
I, (___) a Director of the above named Company, in pursuance of the power in that behalf
contained in the Articles of Association of the Company, do hereby nominate and appoint
(___) of (___) to act as alternate Director in my place at the meeting of the
[board]/[committee] to be held on the (___) day of (___) and at any adjournment thereof
which I am unable to attend and to exercise all my duties as a Director of the Company at
such meeting.
Signed this (___) day of (___)"
26.4
Subject to Article
any appointment or removal of an alternate Director shall be by
notice signed by the Director making or revoking the appointment and shall take effect
when lodged at the Office or otherwise notified to the Company in such manner as is
approved by the board.
27.
Executive Directors
27.1
The board may from time to time appoint one or more of its number to be the holder of
any executive office on such terms and for such periods as it may determine. The
appointment of any Director to any executive office shall be subject to termination if he
ceases to be a Director, but without prejudice to any claim for damages for breach of any
contract of service between him and the Company.
