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The Companies (Model Articles) Regulations 2008

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ALTERNATE DIRECTORS

Appointment and removal of alternates

25.  (1)  Any director (the “appointor”) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to—

(a)exercise that director’s powers, and

(b)carry out that director’s responsibilities,

in relation to the taking of decisions by the directors in the absence of the alternate’s appointor.

(2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors.

(3) The notice must—

(a)identify the proposed alternate, and

(b)in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice.

Rights and responsibilities of alternate directors

26.  (1)  An alternate director has the same rights, in relation to any directors’ meeting or directors’ written resolution, as the alternate’s appointor.

(2) Except as the articles specify otherwise, alternate directors—

(a)are deemed for all purposes to be directors;

(b)are liable for their own acts and omissions;

(c)are subject to the same restrictions as their appointors; and

(d)are not deemed to be agents of or for their appointors.

(3) A person who is an alternate director but not a director—

(a)may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person’s appointor is not participating), and

(b)may sign a written resolution (but only if it is not signed or to be signed by that person’s appointor).

No alternate may be counted as more than one director for such purposes.

(4) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company.

Termination of alternate directorship

27.  An alternate director’s appointment as an alternate terminates—

(a)when the alternate’s appointor revokes the appointment by notice to the company in writing specifying when it is to terminate;

(b)on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointor, would result in the termination of the appointor’s appointment as a director;

(c)on the death of the alternate’s appointor; or

(d)when the alternate’s appointor’s appointment as a director terminates, except that an alternate’s appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting.

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