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make a decision in circumstances in which the foregoing notice requirements cannot be
observed, such notice requirements may be waived with the approval of a majority of the
Directors or, in the case of a meeting of a committee of the board, a majority of the
Directors on that committee who are not executives of the Company.
32.2
The chairman or a majority of the board may, and the Secretary on the requisition of the
chairman or the majority of the board shall, at any time, summon a meeting of the board
by giving to each Director and alternate Director the required notice of the meeting.
32.3
A meeting of the board at which a quorum is present shall be competent to exercise all
powers and discretions for the time being exercisable by the board. The quorum for a
meeting of the board, duly convened and held, shall be a majority of the board then in
office. The quorum for a meeting of a committee of the board, duly convened and held,
shall be a majority of the Directors on that committee, including a majority of the
Independent Directors that are members of that committee. At any time that a Sole
Directorship Resolution is in effect, such quorum shall be one. For the purposes of this
Article and subject to the provisions of Article
an alternate Director shall be
counted in a quorum, but so that not less than two individuals will constitute the quorum.
In the absence of a valid quorum at a meeting of the board or a committee of the board,
duly convened, the meeting shall be adjourned to the same day in the next week and at
the same time and place or any such day as the Directors may determine. The quorum
requirements as set out in this Article
shall also be applicable at such adjourned
meeting.
32.4
A Director, notwithstanding his interest, may be counted in the quorum present at any
meeting at which he is appointed to hold any office or place of profit under the Company,
or at which the terms of his appointment are arranged, but he may not vote on his own
appointment or the terms thereof.
32.5
A Director, notwithstanding his interest, may be counted in the quorum present at any
meeting at which any contract or arrangement in which he is interested is considered and,
subject to the provisions of Article
he may vote in respect of any such contract or
arrangement.
32.6
The continuing Directors or a sole continuing Director may act notwithstanding any
vacancies in their number, but, if the number of Directors is less than the number fixed as
the quorum, the continuing Directors or Director may act only for the purpose of filling
vacancies or of calling a general meeting of the Company. This Article shall not apply at
any time that a Sole Directorship Resolution is in effect.
32.7
If there are no Directors or no Director is able or willing to act, then any Member or the
Secretary may summon a general meeting for the purpose of appointing Directors.
32.8
The board may from time to time elect from its number, and remove, a chairman and/or
deputy chairman and/or vice-chairman and determine the period for which they are to hold
office. The chairman, or in his absence the deputy chairman, or in his absence, the vice-
chairman, shall preside at all meetings of the board, but if no such chairman, deputy
chairman or vice-chairman be elected, or if at any meeting the chairman, the deputy
chairman and vice-chairman be not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of their number to be the
chairman of the meeting.
32.9
The board may delegate any of its powers to committees consisting of such Directors or a
Director or such other persons as they think fit. Any committee so formed shall in the
exercise of the powers so delegated conform to any regulations that may be imposed on it
by the board. The meetings and proceedings of any such committee consisting of two or
more persons shall be governed by the provisions of these Articles regulating the meetings
and proceedings of the board, so far as the same are applicable and are not superseded by
any regulations made by the board under this Article.
32.10
The board shall constitute and maintain the following committees whose members shall all
be Directors: (i) the audit committee; (ii) the compensation committee; and (iii) the
