| 4.1 |
Composition of the Board of Directors |
| (1) |
The Board of Directors of the Company comprises the number of directors, and alternate directors shown on the cover sheet, each of whom is to be elected by the holders of the company's securities as contemplated in section 68. |
| (2) |
The manner of electing directors of the Company is as set out in section 68 (2), and each elected director of the Company serves for an indefinite term, as contemplated in section 68 (1). |
| 4.2 |
Authority of the Board of Directors |
| (1) |
The authority of the Company's Board of Directors to manage and direct the business and affairs of the Company, as set out in section 66 (1) is not limited or restricted by this Memorandum of Incorporation. |
| (2) |
If, at any time, the Company has only one director, as contemplated in section 57 (3), the authority of that director to act without notice or compliance with any other internal formalities, as set out in that section is not limited or restricted by this Memorandum of Incorporation. |
| (1) |
The right of the Company's directors to requisition a meeting of the Board, as set out in section 73 (1), may be exercised by at least 25% of the directors. |
| (2) |
This memorandum of incorporation does not limit or restrict the authority of the Company's Board of Directors to— |
| (a) |
conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 73 (3); or |
| (b) |
determine the manner and form of providing notice of its meetings, as set out in section 73 (4); or |
| (c) |
proceed with a meeting despite a failure or defect in giving notice of the meeting, as set out in section 73 (5), or |
| (d) |
consider a matter other than at a meeting, as set out in section 74. |
4.4 Directors compensation and financial assistance
This Memorandum of Incorporation does not limit the authority of the Company to—
| (a) |
pay remuneration to the Company's directors, in accordance with a special resolution approved by the Company's shareholders within the previous two years, as set out in section 66 (9) and (10); |
| (b) |
advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78 (3); |
| (c) |
indemnify a director in respect of liability, as set out in section 78 (5); or |
| (d) |
purchase insurance to protect the Company, or a director, as set out in section 78 (6). |
Protection of Businesses Act, 1978
