Asiaone 1-42
Asiaone 1-42
Asiaone 1-42
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Article 76<br />
GENERAL AND STATUTORY INFORMATION<br />
Any corporation which is a member of the Company may by resolution of its directors or<br />
other governing body authorise such person as it thinks fit to act as its representative at<br />
any meeting of the Company or of any class of members of the Company. The person so<br />
authorised shall be entitled to exercise the same powers on behalf of such corporation as<br />
the corporation could exercise if it were an individual member of the Company and such<br />
corporation shall for the purposes of these presents be deemed to be present in person at<br />
any such meeting if a person so authorised is present thereat.<br />
(b) The following provisions in the Articles of Association of the Company relate to the<br />
remuneration, voting rights on proposals, arrangements or contracts in which Directors are<br />
interested and the borrowing powers of Directors:-<br />
Article 79<br />
The ordinary fees of the Directors shall from time to time be determined by an Ordinary<br />
Resolution of the Company and shall not be increased except pursuant to an Ordinary<br />
Resolution passed at a General Meeting where notice of the proposed increase shall have<br />
been given in the notice convening the General Meeting and shall (unless such resolution<br />
otherwise provides) be divisible among the Directors as they may agree, or failing agreement,<br />
equally, except that any Director who shall hold office for part only of the period in respect<br />
of which such remuneration is payable shall be entitled only to rank in such division for a<br />
proportion of fees related to the period during which he has held office.<br />
Article 80<br />
(A) Any Director who holds any executive office, or who serves on any committee of the<br />
Directors, or who otherwise performs services which in the opinion of the Directors are<br />
outside the scope of ordinary duties of a Director, may be paid such extra remuneration<br />
by way of salary, commission or otherwise as the Directors may determine.<br />
(B) The fees (including any remuneration under Article 80(A) above) in the case of a<br />
Director other than an Executive Director shall be payable by a fixed sum and shall not<br />
at any time be by commission on or percentage of the profits or turnover, and no<br />
Director whether an Executive Director or otherwise shall be remunerated by a<br />
commission on or percentage of turnover.<br />
Article 81<br />
The Directors may repay to any Director all such reasonable expenses as he may incur in<br />
attending and returning from meetings of the Directors or of any committee of the Directors<br />
or General Meetings or otherwise in or about the business of the Company.<br />
Article 82<br />
The Directors shall have power to pay and agree to pay pensions or other retirement,<br />
superannuation, death or disability benefits to (or to any person in respect of) any Director<br />
for the time being holding any executive office and for the purpose of providing any such<br />
pensions or other benefits to contribute to any scheme or fund or to pay premiums.<br />
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