The company's articles of association lay down the following rules which govern the operation of the Board of Directors:
- Any debate requires the presence or representation of at least half of the members of the Board.
- Decisions require the majority of the votes of all the members present or represented; in the event of a tie, the vote of the Chairman or the member who replaces him determines the vote.
- Decisions concerning fundamental problems require the presence or representation of at least two-thirds of the members of the Board, and a majority of two-thirds of all the members present or represented is needed to obtain approval:
| |
- any decision to employ authorized capital or to submit to the Ordinary General Meeting a resolution to approve the issue of shares, bonds convertible or redeemable in shares, warrants or other financial instruments eventually conferring the right to shares, when the amount of the capital increases which would result from the issue of these shares or the conversion or redemption of these bonds or the exercise of these warrants or other financial instruments exceeds ten per cent of the amount of capital existing prior to these decisions
- any decision relating to the acquisition or sale of assets representing more than ten per cent of the company's equity;
- any decision to submit to the Ordinary General Meeting a resolution to modify the company's articles of association;
- any decision relating to the appointment or dismissal of the Chairman of the Board of Directors or Chief Executive Officer.
|