53 / 67
Heineken Malaysia Berhad
Company no. 5350-X
Page
38 of 51
CIRCULAR RESOLUTIONS
125.
A resolution in writing signed or approved by legible confirmed
transmission by facsimile or other forms of electronic
communications by a majority of the Directors entitled to receive
notice or meeting of the Board shall be as valid and effectual as if it
had been passed at a meeting of the Directors duly convened;
provided that where a Director is not so present but has an alternate
who is so present, then such resolution shall also be signed by such
alternate. All such resolutions shall be described as "Directors'
Circular Resolutions" and shall be forwarded or otherwise delivered to
the Secretary without delay, and shall be recorded by him in the
Company's Minute Book. Any such resolution may consist of several
documents in like form, each signed by one or more Directors or their
alternates.
Circular
resolution
MANAGING DIRECTOR
126. 126.1 The Directors may from time to time appoint any one or more
of their body to be Managing Director or Managing Directors
or Deputy or Assistant Managing Director or Deputy or
Assistant Managing Directors.
126.2 Any such appointment shall be subject to such period and upon
such terms as they think fit, and may vest in such Managing
Director as may be appointed by them such of the powers
hereby vested in the Directors generally as they may think fit.
The Managing Director shall be subject to the control of the
Board of Directors.
Directors may
appoint
Managing
Director
Term of
appointment
127.
The remuneration of the Managing Director shall subject to the terms
of any agreement entered into in any particular case may be by way
of salary or commission or participation in profits or otherwise or by
any or all of these modes but such remuneration shall not include a
commission on or percentage of turnover but it may be a term of their
appointment that they shall receive pension, gratuity or other benefits
upon their retirement.
Remuneration
128.
The Managing Director shall not, while holding that office, be subject
to retirement by rotation or be taken into account in determining the
rotation of retirement of Directors, and he/she shall, subject to
provisions of any contract between him/her and the Company, be
subject to the same provisions as to resignation and removal as the
other Directors of the Company and, if he/she ceases to hold the
office of Director from any cause, he/she shall ipso facto and
immediately cease to be Managing Director.
Managing
Director not
reckoned as
Director for
purposes of
rotation and
retirement