【文章內(nèi)容簡(jiǎn)介】 f directors for the time being is less than the quorum for directors’ meetings.(2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.(3) If there is more than one director—(a) a directors’ meeting may take place, if it is called in accordance with the articles and at least two directors participate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and(b) if a directors’ meeting is called but only one director attends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.Chairing directors’ meetings12.—(1) The directors may appoint a director to chair their meetings.(2) The person so appointed for the time being is known as the chairman.(3) The directors may appoint other directors as deputy or assistant chairmen to chair directors’ meetings in the chairman’s absence.(4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.(5) If neither the chairman nor any director appointed generally to chair directors’ meetings in the chairman’s absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.Voting at directors’ meetings: general rules13.—(1) Subject to the articles, a decision is taken at a directors’ meeting by a majority of the votes of the participating directors.(2) Subject to the articles, each director participating in a directors’ meeting has one vote.(3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the pany—(a) that director and that director’s alternate may not vote on any proposal relating to it, but (b) this does not preclude the alternate from voting in relation to that transaction orarrangement on behalf of another appointor who does not have such an interest.Chairman’s casting vote at directors’ meetings14.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decisionmaking process for quorum or voting purposes.Alternates voting at directors’ meetings15. A director who is also an alternate director has an additional vote on behalf of eachappointor who is— (a) not participating in a directors’ meeting, and(b) would have been entitled to vote if they were participating in it.Conflicts of interest16.—(1) If a directors’ meeting, or part of a directors’ meeting, is concerned with an actual or proposed transaction or arrangement with the pany in which a director is interested, that director is not to be counted as participating in that meeting, or part of a meeting, for quorum or voting purposes.(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the pany is to be counted as participating in a decision at a directors’ meeting, or part of a directors’ meeting, relating to it for quorum and voting purposes.(3) This paragraph applies when—(a) the pany by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in, or voting at, a directors’ meeting。(b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest。 or(c) the director’s conflict of interest arises from a permitted cause.(4) For the purposes of this article, the following are permitted causes—(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the pany or any of its subsidiaries。(b) subscription, or an agreement to subscribe, for shares or other securities of the pany or any of its subsidiaries, or to underwrite, subunderwrite, or guarantee subscription for any such shares or securities。 and(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the pany or any of its subsidiaries which do not provide special benefits for directors or former directors.(5) Subject to paragraph (6), if a question arises at a meeting of directors or of a mittee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.(6) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.Proposing directors’ written resolutions17.—(1) Any director may propose a directors’ written resolution.(2) The pany secretary must propose a directors’ written resolution if a director so requests.(3) A directors’ written resolution is proposed by giving notice of the proposed resolution to the directors.(4) Notice of a proposed directors’ written resolution must indicate—(a) the proposed resolution, and(b) the time by which it is proposed that the directors should adopt it.(5) Notice of a proposed directors’ written resolution must be given in writing to each director.(6) Any decision which a person giving notice of a proposed directors’ written resolution takes regarding the process of adopting that resolution m