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Heineken Malaysia Berhad
Company no. 5350-X
Page
27 of 51
85.
No person, not being a retiring director, shall be eligible for election
to the office of director at any meeting of members unless a member
intending to propose him for election has, at least 11 clear days
before the meeting, left at the registered office of the Company a
notice in writing duly signed by the nominee, giving his consent to
the nomination and signifying his candidature for the office, or the
intention of such member to propose him for election, provided that
in the case of a person recommended by the directors for election, 9
clear days’ notice only shall be necessary, and notice of each and
every candidature for election to the board of directors shall be served
on the registered holders of shares at least 7 days prior to the meeting
at which the election is to take place.
Notice of
nomination
of Director
86.
The Company at the meeting at which the Director retires may fill the
vacated office by electing a person thereto. Unless at that meeting it
is expressly resolved not to fill the vacated office or a resolution for
re-election of the Director retiring at that meeting is put to the
meeting and lost or some other person is selected a Director in place
of the retiring Director, the retiring Director shall, if offering himself
for re-election and not being disqualified under the Act from holding
office as a Director, be deemed to have been re-elected. A retiring
Director shall be deemed to have offered himself for re-election
unless he has given notice in writing to the Company that he is
unwilling to be re-elected.
When the
retiring
Director
deemed
re-elected
87.
At a meeting of members at which more than one Director is to be
elected, each candidate shall be the subject of a separate motion and
vote unless a motion for the appointment of two or more persons as
Directors by a single resolution shall have first been agreed to by the
meeting without any vote being given against it.
No
appointment
of Directors
by single
resolution
88.
The Company may from time to time by ordinary resolution passed at
a meeting of members increase or reduce the number of Directors,
and may also determine in what rotation the increased or reduced
number is to go out of office.
Number may
be increased
or decreased
89.
89.1 A Director may appoint a person to act as his alternate Provided
That such person is not a director of the Company, does not act
as an alternate for more than one director of the Company, the
appointment is approved by a majority of the other members
of the Board, and any fee paid by the Company to the alternate
shall be deducted from that Director’s remuneration. The
alternate Director shall be entitled to notices of all meetings
and to attend, speak and vote at any such meeting at which his
appointor is not present. Any appointment so made may be
revoked at any time by the appointor and any appointment or
revocation under this Clause shall be effected by notice in
writing to be delivered to the Secretary of the Company. An
alternate Director shall ipso facto cease to be an alternate
Director if his appointor for any reason ceases to be a Director.
Alternate
Directors