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Back to sections 1 - 10 Back to sections 11 - 17 |
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| 18.1 | The Directors may from time to time appoint and remove a Chief Executive who shall hold office on such terms and conditions and for such remuneration as may be fixed by the Directors. The Directors may delegate to the Chief Executive such powers and duties as the Directors think fit. |
| 18.2 |
The Directors may also appoint, and in the Directors' discretion remove, such employees and agents for permanent, temporary or special services as the Directors may from time to time think fit and may determine their powers and duties and fix their salaries and emoluments and other terms and conditions of employment or engagement.
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| 19. |
The Company shall not have a seal. |
| 20.1 | The Directors shall cause accounting records to be kept by the Company in accordance with Section 221 of the Act. |
| 20.2 | The accounting records shall be kept at the registered office of the Company or, subject to Section 222 of the Act, at such other place or places as the Directors may think fit, and shall always be open to the inspection of any Director. |
| 20.3 | The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of the members of the Company not being Directors, and no member of the Company shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Company in General Meeting. |
| 20.4 | The Directors shall from time to time in accordance with the Act cause to be prepared and to be laid before the Company in General Meeting an income and expenditure account, a balance sheet and report of the Directors and a report of the Company's Auditors on such account and balance sheet. The Auditors' report shall be read before the General Meeting as required by the Act. |
| 20.5 |
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the Auditors' report and a copy of the report of the Directors, shall, not less than 21 clear days before the date of the Meeting, be sent to all persons entitled to receive notice of General Meetings of the Company; provided that this Regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware.
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| 21. |
Auditors of the Company shall be appointed and their duties regulated in accordance with the Act. |
| 22.1 | A notice may be served by the Company upon any member of the Company either personally or by sending it through the post in a pre-paid letter, properly addressed to such member at such member's registered address as appearing in the Company's register of members. |
| 22.2 | Where a notice is sent by post, service of the notice shall be deemed to be effected: (a) in the case of a notice of a meeting, at the expiration of 48 hours after the letter containing the same is posted; and (b) In any other case, at the time which the letter would be delivered in the ordinary course of post. |
| 22.3 | Notice of every General Meeting of the Company shall be given in any manner hereinbefore authorised to:- (a) every member of the Company; (b) every Director; and (c) the Auditors for the time being of the Company. No other person shall be entitled to receive notice of any General Meeting of the Company. |
| 22.4 | A member of the Company present, either in person or by proxy or by a representative appointed in accordance with Regulation 8.1 above, at any Meeting of the Company shall be deemed to have received notice of that General Meeting and, where requisite, of the purposes for which that General Meeting was called. |
| 22.5 | Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. |
| 22.6 | The Company may (subject to the Act and any orders, regulations or other subordinate legislation made under the Act for the time being in force concerning companies and affecting the Company) give or send to any member of the Company any notice or other document by Electronic Communication where:- (a) the Company and that member have agreed to the use of Electronic Communication for sending copies of notices or other documents to the member and:- (i) the notice is, or the documents are, a notice or document to which the agreement applies; and (ii) the copy notice or the copy documents is or are sent to the member, using Electronic Communication, to such address (or to one of such addresses if more than one) as may for the time being be notified by the member to the Company for that purposes; or (b) the Company and that member have agreed to that member having access to the notice or the documents on a website (in place of the notice or the documents being sent to the member) and:- (i) the notice or documents is or are a notice or documents to which the agreement applies; and (ii) the member is notified in a manner for the time being agreed for the purpose between the Company and the member of:- (1) the publication of the notice or the documents on a website; (2) the address of that website; (3) the place on that website whether the notice or documents may be accessed and how it or they may be accessed; and (4) the period of time for which the notice or documents will be available on the website, which must be for a period of not less than 21 days from the date of notification or, if later, until the conclusion of any meeting of the members of the Company to which the notice or documents relates or relate; and (5) the notice or documents is or are published on that website throughout the period referred to in sub-paragraph (b)(ii) (4) above, provided that if the notice or documents is or are published on that website for part of but not all of such period, the notice or documents will be treated as published throughout that period if the failure to publish the notice or those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. |
| 22.7 | When a notice or other document is given or sent by Electronic Communication, it shall be deemed to have been given or sent at the expiry of 24 hours from the time:- (a) it was sent to an address supplied by the member for the purpose of Electronic Communication to the member if the notification is given in accordance with sub-paragraph (a) of Regulation 22.6 above; or (b) of notification to the member of its publication on a website if the notification is given in accordance with sub-paragraph (b) of Regulation 22.6 above. |
| 22.8 |
Proof that a notice or document given or sent by Electronic Communication was given or sent in accordance with current guidance issued by The Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice or document was sent or given.
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| 23. |
Every Director and every member of a Committee of the Directors, the Chief Executive (if any) of the Company and any agent, Auditors, Secretary, Honorary Officer and other officer from time to time and for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgement or decree is given in his or her favour or in which he or she is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him or her by the Court. |
| 24. | The provisions of Clause VII of the Memorandum of Association relating to the winding-up and dissolution of the Company shall have effect and be observed as if the same were repeated in the Articles. |