51 / 67
Heineken Malaysia Berhad
Company no. 5350-X
Page
36 of 51
(ii)
him having an interest in not more than five per-centum
of the paid-up capital of that company.
By Ordinary Resolution of the Company the provisions of this Clause
may at any time be suspended or relaxed to any extent and either
generally or in respect of any particular contract, arrangement or
transaction, and any particular contract, arrangement or transaction
carried out in contravention of this Clause may be ratified.
118.
A Director may be or become a Director or other office of or otherwise
interested in any corporation promoted by the Company or in which
the Company may be interested as shareholder or otherwise, or any
corporation, which is directly or indirectly interested in the Company
as shareholder or otherwise, and no such Director shall be
accountable to the Company for any remuneration or other benefits
received by him as a Director or officer of, or from his interest in, such
corporation, unless the Company otherwise directs at the time of his
appointment. The Director may exercise the voting power conferred
by the shares or other interest in any such other corporation held or
owned by the Company, or exercisable by them as Directors of such
other corporation in such manner and in all respects as they think fit
(including the exercise thereof in favour of any resolution appointing
themselves or any of them Directors or other officers of such
corporation) and any Director may vote in favour of the exercise of
such voting rights in manner aforesaid, notwithstanding that he may
be, or is about to be appointed, a Director or other officer of such
corporation and as such is or may become interested in the exercise
of such voting rights in manner aforesaid provided always that he has
complied with Sections 221 and 222 and all other relevant provisions
of the Act and of this Constitution.
Director
may become
directors or
other officers
of any
corporation
promoted by
the Company
COMMITTEES OF DIRECTORS
119.
The Directors may establish any committees, local boards or agencies,
comprising of one or more persons, for managing any of the affairs
of the Company, either in Malaysia or elsewhere, and may lay down,
vary or annul such rules and regulations as they may think fit for the
conduct of the business thereof, and may appoint any persons to be
members of any such committee or local board, or any managers or
agents, and may fix their remuneration, and may delegate to any such
committee, local board, manager or agent any of these powers,
authorities and discretion vested in the Directors, with power to sub-
delegate, and may authorise the members of any such committee or
local board, or any of them, to fill any vacancies therein, and to act
notwithstanding vacancies, and any such appointment or delegation
may be made upon such terms and subject to such conditions as the
Directors may think fit, and the Directors may remove any person so
appointed, and may annul or vary any such delegation, but no persons
dealing in good faith without notice of any such annulment or
variation shall be affected thereby.
Directors may
establish
committees etc