26
corporate governance and nominations committee and shall (with effect from when an
Independent Director is first appointed) appoint at least one Independent Director to the
audit committee, the compensation committee and the corporate governance and
nominations committee. Any financial audit of the Company must be in compliance with
internationally recognised accounting standards that have been approved by the audit
committee.
32.11
If a Director is by any means in communication with one or more other Directors so that
each Director participating in the communication can hear what is said by any other of
them, each Director so participating in the communication is deemed to be present at a
meeting with the other Directors so participating, notwithstanding that all the Directors so
participating are not present together in the same place. The place of any such meeting
shall be recorded as the place at which the chairman is present, unless the Directors
otherwise determine.
32.12
All acts done bona fide by any meeting of the board or of a committee appointed by the
board or by any person acting as a Director shall, notwithstanding that it is afterwards
discovered that there was some defect in the convening of the meeting or the appointment
of any such Director or committee or person acting as aforesaid, or that they or any of
them were disqualified or had vacated office or were not entitled to vote, be as valid as if
the meeting had been duly convened and every such person had been duly appointed and
was qualified and had continued to be a Director or a member of a committee appointed
by the board and had been entitled to vote.
33.
Directors' Resolutions in Writing
33.1
A resolution in writing of which notice has been given to all of the members of the board or
to all of the members of a committee appointed pursuant to Article
(as the case may
be), if signed unanimously by the members of the board or the members of such
committee (as the case may be), shall be valid and effectual as if it had been passed at a
meeting of the board or of the relevant committee duly convened and held and may
consist of two or more documents in like form each signed by one or more of the members
of the board or members of the relevant committee.
34.
Minute Book
34.1
The board shall cause all resolutions in writing passed in accordance with Articles
and
and minutes of proceedings at all general meetings of the Company or of the holders of
any class of the Company's shares and of the board and of committees appointed by the
board to be entered in books kept for the purpose. Any minutes of a meeting, if purporting
to be signed by the chairman of the meeting or by the chairman of the next succeeding
meeting, shall be evidence of the proceedings.
35.
Secretary
35.1
The Secretary shall be appointed by the board and any secretary so appointed may be
removed by the board. Anything required or authorised to be done by or to the Secretary
may, if the office is vacant or there is for any other reason no secretary capable of acting,
be done by or to any assistant or deputy secretary or if there is no assistant or deputy
secretary capable of acting, by or to any officer of the Company authorised generally or
specially in that behalf by the board provided that any provisions of these Articles requiring
or authorising a thing to be done by or to a Director and the Secretary shall not be
satisfied by its being done by or to the same person acting both as Director and as, or in
place of, the Secretary. The Company shall keep or cause to be kept at the Office a
register of particulars with regard to its Secretary in the manner required by the Law.
36.
Execution of Instruments, Seals and Authentication of Documents
36.1
The Company may have a common seal and may, in accordance with the Law, have an
official seal for use outside of Jersey and an official seal for sealing securities issued by the
Company or for sealing documents creating or evidencing securities so issued. The board
shall provide for the safe custody of all seals. No seal of the Company shall be used except
