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Heineken Malaysia Berhad
Company no. 5350-X
Page
32 of 51
98.2 The Directors shall also have power and shall be deemed always
to have had power to establish and maintain and to concur with
associated companies in establishing and maintaining any
schemes or funds for providing pensions, sickness or
compassionate allowance, life assurances or other benefits for
staff (including any Director for the time being holding any
executive office or any office or profit) or employees of the
Company or of any such associated company and for the
widows or other dependants of such persons and to make
contributions out of the Company’s money for any such
schemes and funds Provided Always that, to the extent that any
payment to a Director of the Company or its subsidiary shall
require the approval of the members at a general meeting, such
approval shall have been first obtained.
98.3 In this Clause the expression ‘Director’ shall mean and include
any Director who has been engaged substantially whole time in
the business of the Company or any associated company in any
executive office or any office of profit or partly in one or partly
in another; and the expression ‘associated company’ shall
include any company which is the holding company of the
Company or a subsidiary of the Company or of any such holding
company or which in the opinion of the Directors can properly
be regarded as being connected with the Company or with any
such company as aforesaid.
99.
The Directors may from time to time, and at any time, by power of
attorney, appoint any corporation, firm or person or body of persons,
whether nominated directly or indirectly by the Directors to be the
attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (including power to sub-delegate
but not exceeding those vested in or exercisable by the Directors
under this Constitution) and for such period and subject to such
conditions as the Directors may from time to time think fit, and any
such power of attorney may contain such provisions for the protection
or convenience of persons dealing with any such attorney as the
Directors think fit.
Directors’
power to
appoint
attorney of
the Company
100.
All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipt for money paid to the Company
shall be signed, drawn, accepted, endorsed or otherwise executed, as
the case may be, in such manner as the Directors may from time to
time determine.
Cheques, bills etc
101.
A Director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine. No
Director or intending Director shall be disqualified by his office from
contracting with the Company with regard to his tenure of any such
office or place of profit in any other respect nor shall any such
contract, or any contract or arrangement entered into by or on behalf
Right to hold
other office
under the
Company