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7.6.2 If at any time there is more than one Deputy Chairman, the right in the absence of the Chairman to preside at
a meeting of the directors or of the Company shall be determined as between the Deputy Chairmen present,
if more than one, by seniority in length of appointment or otherwise as resolved by the Directors.
7.7 Directors’ meetings
7.7.1 This Memorandum does not restrict the directors from acting otherwise than at a meeting, as contemplated in
section 74(1) of the Act.
[Section 74(1)]
7.7.2 This Memorandum does not specify a different percentage or number of directors upon whose request a
meeting of the Board must be called in terms of section 73(1) of the Act.
[Sections 73(1) and 73(2)]
7.7.3 This Memorandum does not restrict the Board from conducting meetings, or directors from participating in
meetings, by electronic communication, as contemplated in section 73(3) of the Act.
[Section 73(3)]
7.7.4 This Memorandum does not limit, restrict or qualify the authority of the Board to determine the manner and
form of giving notice of its meetings.
[Section 73(4)]
7.7.5 This Memorandum does not limit, restrict or qualify the authority of the Board to proceed with a Board
meeting in accordance with the requirements of section 73(5)(a) of the Act, despite a failure or defect in giving
notice of the meeting.
[Section 73(5)(a)]
7.7.6 The quorum requirement for a directors’ meeting to begin, the voting rights at such a meeting, and the
requirements for approval of a resolution at such a meeting, as set out in section 73(5) of the Act, are not
varied by this Memorandum.
[Sections 73(5)(b), 73(5)(c), 73(5)(d) and 73(5)(e)]
7.7.7 Subject to the Listings Requirements, in the case of an equality of votes at any meeting of the directors, the
Chairman shall have a second or casting vote, except where the necessary quorum for a directors’ meeting is
2 (two), in which event the Chairman shall not be permitted to have a casting vote if only two directors are
present at a directors’ meeting.
7.7.8 A decision that could be voted on at a meeting of the board of directors of the Company may instead be
adopted by written consent of a majority of the directors, given in person, or by electronic communication,
provided that each director has received notice of the matter to be decided. Such resolution, inserted in
the minute book, shall be as valid and effective as if it has been passed at a meeting of directors. Any such
resolution may consist of several documents and shall be deemed to have been passed on the date on which
it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution).
7.8 Committees of the board of directors
7.8.1 This Memorandum does not limit, restrict or qualify the authority of the Board to appoint any number of
committees of directors, or to delegate to any such committee any of the authority of the Board.
[Section 72(1)]
7.8.2 Except to the extent that a Board resolution establishing a committee provides otherwise, the members of the
committee:
7.8.2.1 may include persons who are not directors of the Company but any such person must not be
ineligible or disqualified to be a director in terms of section 69 of the Act. Any such persons shall
not have a vote on any matter to be decided by the committee;
7.8.2.2 may consult with or receive advice from any person;
7.8.2.3 may be remunerated for their services as such; and
7.8.2.4 provided that the committee is duly constituted, have the full authority of the Board in respect of
any matter referred to it.
[Section 72(2)]
7.8.3 The Board may from time to time, where it has appointed a committee in terms of 7.8.1 and 7.8.2, include
in any such delegation the power to sub-delegate the powers referred to in 7.8.1 and 7.8.2 to such person
or persons as the Committee thinks fit, subject to such terms and conditions as the Committee for the time
being may think fit, and may from time to time revoke, withdraw, alter or vary all or any such powers.
7.9 Termination of office
7.9.1 Without prejudice to any provisions for retirement contained in this Memorandum or the Act, the office of a
director is vacated if:
7.9.1.1 he becomes prohibited or disqualified by the Act from acting as a director, ceases to be a director
by virtue of any provision of the Act or is removed from office pursuant to this Memorandum or the
Act,
7.9.1.2 he gives notice to the Company of his resignation as a director with effect from the date of, or such
later date as provided for in, such notice;
ANNEXURE A: MEMORANDUM OF INCORPORATION
AMENDMENT (continued)