Subject to the provisions of the Articles and this Order, the Board may regulate proceedings as it thinks fit.

A Governor may, and the Secretary at the request of a Governor must, call a meeting of the Board.

It is not necessary to give notice of a meeting to a Governor who is absent from the United Kingdom.

Questions arising at a meeting will be decided by a majority of votes.

In the case of an equality of votes, the Chair (or as the case may be, such person as has been nominated pursuant to article 5(4) or (5)) has a second or casting vote.

The Governors may conduct proceedings by telephone and any reference to a meeting of the Board in the Articles and this Order includes any such proceedings conducted by telephone.

Any proceedings must be minuted in accordance with the Articles.

The quorum for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, is four.

The continuing Governors or a sole continuing Governor may act notwithstanding any vacancies in their number, but, if the number of Governors is less than the number fixed as the quorum, the continuing Governors or Governor may act only for the purpose of filling vacancies or of calling a general meeting.

As regards third parties dealing with the Company in good faith, all acts done by a meeting of the Board, or by a committee of the Board, or by a person acting as a Governor are, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Governor or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, as valid as if every such person had been duly appointed and was qualified and had continued to be a Governor and had been entitled to vote.

A resolution in writing signed by all the Governors entitled to receive notice of a meeting of the Board or of a committee of the Board is as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held and may consist of several documents in the like form each signed by one or more Governors.

For the purposes of paragraph (12), a situation described in paragraph (14) relating to a person who is, for any purpose of the 2006 Act, connected with a Governor shall be treated as an interest of that Governor.

The situation is where a person has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.

A Governor is not counted in the quorum present at a meeting in relation to a resolution on which that Governor is not entitled to vote.

The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a Governor from voting at a meeting of the Board or of a committee of the Board.

Where proposals are under consideration concerning the appointment of two or more Governors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each Governor separately and (provided the Governor is not for another reason precluded from voting) each of the Governors concerned is entitled to vote and be counted in the quorum in respect of each resolution except that concerning the Governor’s own appointment.

If a question arises at a meeting of the Board or of a committee of the Board as to the right of a Governor to vote, the question may, before the conclusion of the meeting, be referred to the F1chair of the meeting and the F2chair’s ruling in relation to any Governor other than the F1chair is final and conclusive.