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Heineken Malaysia Berhad
Company no. 5350-X
Page
37 of 51
120.
Any member of a committee may participate at a committee meeting
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 in which event such member shall be deemed
to be present at the meeting. A member 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 members attending the meeting PROVIDED that at least
one of the members 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 committee
meetings
by way of
telephone
and video
conferencing
121.
The meetings and proceedings of any such committee consisting of
2 or more members shall be governed by the provisions herein
contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not
superseded by a regulation made by the Directors under the last
preceding Clause.
Meetings of
the committee
122.
Subject to any rules and regulations made hereunder, a committee
may meet and adjourn as it think proper, and questions arising at any
meeting shall be determined by a majority of votes of the members
present (if more than one), and in the case of equality of votes, the
Chairman shall not have a casting vote.
Proceedings
of the
committee
123.
A committee, local board or agency may elect a Chairman of its
meetings; if no such Chairman is elected, or if at any meeting, the
Chairman is not present within 30 minutes after the time appointed
for holding of the meeting, the members present may choose one of
their members to be the Chairman at the meeting.
Chairman of
the committee
VALIDATION OF ACTS OF DIRECTORS
124.
All acts done by any meeting of the Directors or of a Committee of
the Directors or by any person acting as a Director, local board or
agency shall, notwithstanding it be afterwards discovered that there
was some defect in the appointment of any such Director or person
acting as aforesaid, or that they, or any of them were disqualified, or
had vacated office or were not entitled to vote, be as valid as if every
such person had been duly appointed and was qualified and had
continued to be a Director or member of such committee, local board
or agency as aforesaid and had been entitled to vote.
Validity of
the acts of
Directors or
committee