SCHEDULES

SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions

Right to appoint or remove a majority of the directors

3

(1)

In section 1159(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.

(2)

A company shall be treated as having the right to appoint to a directorship if—

(a)

a person's appointment to it follows necessarily from his appointment as director of the company, or

(b)

the directorship is held by the company itself.

(3)

A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.