45 / 67
Heineken Malaysia Berhad
Company no. 5350-X
Page
30 of 51
94.
The office of Director shall, ipso facto, be vacated:
(a)
if (not being the Managing or Deputy or Assistant Managing
Director holding office as such for a fixed sum) he resigns in
accordance with the provisions of the Act;
(b)
if he retires in accordance with the Act or this Constitution but
is not re-elected;
(c)
if he is removed from office in accordance with the Act or this
Constitution;
(d)
if he becomes disqualified from being a director under Section
198 or 199 of the Act;
(e)
if he becomes of unsound mind or a person whose person or
estate is liable to be dealt with in any way under the Mental
Health Act 2001;
(f)
if he dies;
(g)
if he otherwise vacates his office or ceases to be a director in
accordance with this Constitution or by virtue of the Act;
(h)
if he is absent from more than 50% of the total board of
directors’ meetings held during a financial year;
(i)
if he has been convicted by a court of law, whether in Malaysia
or elsewhere, of an offence in connection with the promotion,
formation or management of a corporation;
(j)
if he has been convicted by a court of law, whether in Malaysia
or elsewhere, of an offence involving bribery, fraud or
dishonesty or where the conviction involved a finding that he
acted fraudulently or dishonestly; or
(k)
if he has been convicted of an offence under the securities laws
or the corporations laws of Malaysia.
Vacation of
office of
Directors
POWERS AND DUTIES OF DIRECTORS
95.
The business of the Company shall be managed by the Directors who
may exercise all such powers of the Company, and do on behalf of
the Company all such acts as are within the scope of the Constitution
of the Company and as are not by the Act or by this Constitution
required to be exercised or done by the Company in a meeting of
members, subject nevertheless to this Constitution, to the provisions
of the Act, and to such regulations, being not inconsistent with this
Constitution, as may be prescribed by the Company in a meeting of
members, but no regulation made by the Company in a meeting of
members shall invalidate any prior act of the Directors which would
have been valid if such regulation had not been made.
Powers and
duties of
Directors
96.
The Directors shall not without the prior approval of the Company in
a meeting of members:
96.1 carry into effect any proposal or execute any transaction for the
acquisition of any undertaking or property of a substantial
value, or the disposal of a substantial portion of the main
undertaking or property of the Company, as defined in the Act;
Approval of
the Company
required