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31.
Transactions with Directors
31.1
A Director, including an alternate Director, may hold any other office or place of profit
under the Company (other than the office of auditor) in conjunction with his office of
Director and may act in a professional capacity to the Company on such terms as to tenure
of office, remuneration and otherwise as the board may determine.
31.2
Subject to the provisions of the Law, and provided that he has disclosed to the board the
nature and extent of any of his interests which conflict or may conflict to a material extent
with the interests of the Company at the first meeting of the board at which a transaction
is considered or as soon as practical after that meeting by notice in writing to the
Secretary or has otherwise previously disclosed that he is to be regarded as interested in a
transaction with a specific person, a Director notwithstanding his office:
(a)
may be a party to, or otherwise interested in, any transaction or arrangement with
the Company or in which the Company is otherwise interested;
(b)
may be a director or other officer of, or employed by, or a party to any transaction
or arrangement with, or otherwise interested in, any body corporate promoted by
the Company or in which the Company is otherwise interested; and
(c)
shall not, by reason of his office, be accountable to the Company for any benefit
which he derives from any such office or employment or from any such transaction
or arrangement or from any interest in any such body corporate and no such
transaction or arrangement shall be liable to be avoided on the ground of any such
interest or benefit.
31.3
For the purposes of Article
(a)
a general notice given to the board or Secretary in the manner there specified that
a Director is to be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement in which a specified
person or class of persons is interested shall be deemed to be a disclosure that the
Director has an interest in any such transaction of the nature and extent so
specified; and
(b)
an interest of which a Director has no knowledge and of which it is unreasonable to
expect him to have knowledge shall not be treated as an interest of that Director.
31.4
Where disclosure of an interest is made to the Secretary in accordance with Article
the Secretary shall inform the board that it has been made and table the notice of the
disclosure at the next meeting of the board. Any disclosure at a meeting of the board shall
be recorded in the minutes of the meeting.
32.
Proceedings of Directors
32.1
The board may meet together for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit, provided that the board shall meet at least once every
quarter of each financial year (subject to confirmation of the date of the next board
meeting at the previous board meeting). Questions arising at any meeting shall be
determined by a majority of votes. In case of an equality of votes the chairman shall have
a second or casting vote. A Director who is also an alternate Director shall be entitled, in
the absence of the Director whom he is representing, to a separate vote on behalf of such
Director in addition to his own vote. Written notice of each meeting of the board shall be
given to all members of the board and their alternates, if any. Written notice of each
meeting of a committee of the board shall be given to all Directors on that committee and
their alternates, if any. Each notice of a board or committee meeting shall be accompanied
by an agenda setting out the items of business proposed to be transacted at the meeting
together with necessary information and supporting documents. Written notice of a
meeting under this Article 32.1 shall be sent to the address notified from time to time by
the board and their alternates a reasonable period of time in advance of such meeting;
provided that where, exceptionally, the board or a committee of the board is required to
