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Heineken Malaysia Berhad
Company no. 5350-X
Page
34 of 51
109.
A meeting of the Directors for the time being at which a quorum is
present shall be competent to exercise all or any of the powers,
authorities and discretion by or under this Constitution vested in or
exercisable by the Directors generally. Subject to this Constitution,
questions arising at any meeting of the Directors shall be decided by
a majority of votes.
Proceedings
of meeting
110.
In the case of an equality of votes in a Directors’ meeting, the
Chairman of the meeting shall not be entitled to a second or casting
vote.
W
here 2 directors form a quorum, the Chairman of a meeting at
which only such quorum is present, or at which only 2 directors are
competent to vote on the question at issue, shall not have a casting
vote.
Chairman’s
casting vote
111.
The continuing Directors or sole continuing Director may act
notwithstanding any vacancy in their body but if and so long as their
number is reduced below the number fixed by or pursuant to this
Constitution as the necessary quorum of Directors, the continuing
Director or Directors may act for the purpose of increasing the
number of Directors to that number or of summoning a meeting of
members of the Company, but for no other purposes except in an
emergency.
Number
reduced
below quorum
112.
Any Director may participate at a meeting of Directors by way of
telephone and video conferencing or by means of other
communication equipment whereby all persons participating in the
meeting are able to hear each other and be heard for the entire
duration of the meeting. A Director participating in a meeting in the
manner aforesaid may also be taken into account in ascertaining the
presence of a quorum at the meeting. Any meeting held in such
manner shall be deemed to be held at such place as shall be agreed
upon by the Directors attending the meeting PROVIDED that at least
one of the Directors present at the meeting was at such place for the
duration of that meeting. All information and documents must be
made equally available to all participants prior to or at/during the
meeting.
Participation
at Directors’
meeting by way
of telephone
and video
conferencing
113.
The Directors may from time to time elect and remove a Chairman
and Deputy Chairman of the Board of Directors and determine the
period for which they are respectively to hold office. The Chairman so
elected, or in his absence the Deputy Chairman, shall preside at all
meetings of the Directors but if no such Chairman or Deputy
Chairman be elected, or if at any meeting the Chairman or Deputy
Chairman be not present within 5 minutes after the time appointed
for holding the same, the Directors present shall choose one of their
number to act as Chairman of such meeting.
Chairman
and Deputy
Chairman