/GOVERNING BODIES
/EXECUTIVE COMMITTEE
Executive Committee
The Board may, by a resolution passed by at least two-thirds of the Directors in a Board Meeting, create an executive committee (the “Executive Committee”). Upon the creation of an Executive Committee, the Directors draw up rules and regulations to govern its structure, purpose and powers. The Board may delegate all of its powers to an Executive Committee, except the power to:
01. elect the Board Chairman;
02. appoint Directors by co-opting;
03. call a Board Meeting or Shareholders’ Meeting;
04. draft, produce and present at a Shareholders’ Meeting, the annual accounts of the Company or the current report of the Company;
05. change the registered office of the Company,
06. increase the share capital of the Company; and
07. approve and execute any merger, spin-off or transformation of the Company.
An Executive Committee shall at all times comprise not less than three and not more than six Directors. If the Board Chairman is appointed to an Executive Committee, he will automatically be the chairman of that Executive Committee (the “Executive Committee Chairman”). In the event that the Board Chairman is not appointed to an Executive Committee, another Director must be appointed as Executive Committee Chairman. An Executive Committee must have a secretary who will be the Company Secretary or, in the absence of the Company Secretary, the Vice Secretary, or, if neither is available, a secretary will be appointed at each meeting of that Executive Committee.
An Executive Committee must convene at least once a month. The quorum for meetings of an Executive Committee is half of the members of that Executive Committee plus one. Resolutions of an Executive Committee must be passed by simple majority vote. In the event of a tied vote, the Executive Committee Chairman shall cast a deciding vote.