50 / 67
Heineken Malaysia Berhad
Company no. 5350-X
Page
35 of 51
114.
Every Director shall comply with the provisions of Sections 221 and
219 of the Act in connection with the disclosure of his shareholding
and interest in any contract or proposed contract with the Company
and in connection with the disclosure of the fact and the nature,
character and extent of any office or possession of any property
whereby whether directly or indirectly duties or interests might be
created in conflict with his duty or interest as a Director of the
Company.
Disclosure of
interest in
contracts,
property,
offices etc.
115.
No Director may vote in respect of any other contract or proposed
contract or arrangement in which he is directly or indirectly interested
nor any contract or proposed contract or arrangement with any other
company in which he is interested either as an officer of the other
company or as a holder of shares or other securities in that company.
Directors
refrained from
voting in
interested
transactions
116.
A Director, notwithstanding his interest may, provided that none of
the other Directors present disagree, be counted in the quorum
present at any meeting whereat he or any other Director is appointed
to hold any office or place of profit under the Company or whereat
the Directors resolve to exercise any of the rights of the Company,
(whether by the exercise of voting rights or otherwise) to appoint or
concur in the appointment of a Director to hold any office or place of
profit under any other company or whereat the terms of any such
appointment as hereinafter mentioned are considered or where any
decision is taken upon any contract or arrangement in which he is in
any way interested provided always that he has complied with Section
221 and all other relevant provisions of the Act and of this
Constitution.
Director
appointed
at a meeting
to hold other
office to be
counted in
the quorum
117.
Subject to Clause 115, a Director may vote in respect of:
117.1 any arrangement for giving the Director himself or any other
Director any security or indemnity in respect of money lent by
him to or obligations undertaken by him for the benefit of the
Company; or
117.2 any arrangement for the giving by the Company of any security
to a third party in respect of a debt or obligation of the
Company for which the Director himself or any other Director
has assumed responsibility in whole or in part under a
guarantee or indemnity or by the deposit of a security; or
117.3 any contract by him to subscribe for or underwrite shares or
debentures of the Company; or
117.4 any contract or proposed contract entered into or to be entered
into by the Company or its subsidiary with any other company
in which, his interest consists solely of:
(i)
him being a director of the company and the shareholder
not more than the number or value as is required to
qualify him for appointment as a director; or
Director may
vote on the
giving of
security or
indemnity
where he is
interested