SCHEDULE 1 U.K. MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

PART 2 U.K. DIRECTORS

APPOINTMENT OF DIRECTORS U.K.

Methods of appointing directors U.K.

17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—

(a) by ordinary resolution, or

(b) by a decision of the directors.

(2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.

(3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

Commencement Information

I1 Sch. 1 art. 17 in force at 1.10.2009, see reg. 1

Termination of director’s appointment U.K.

18.  A person ceases to be a director as soon as—

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

F1 (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

Textual Amendments

F1 Sch. 1 art. 18(e) omitted (28.4.2013) by virtue of Mental Health (Discrimination) Act 2013 (c. 8), ss. 3(1)(a), 4(1)

Commencement Information

I2 Sch. 1 art. 18 in force at 1.10.2009, see reg. 1

Directors’ remuneration U.K.

19.—(1) Directors may undertake any services for the company that the directors decide.

(2) Directors are entitled to such remuneration as the directors determine—

(a) for their services to the company as directors, and

(b) for any other service which they undertake for the company.

(3) Subject to the articles, a director’s remuneration may—

(a) take any form, and

(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.

(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.

Commencement Information

I3 Sch. 1 art. 19 in force at 1.10.2009, see reg. 1

Directors’ expenses U.K.

20.  The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—

(a) meetings of directors or committees of directors,

(b) general meetings, or

(c) separate meetings of the holders of any class of shares or of debentures of the company,

or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

Commencement Information

I4 Sch. 1 art. 20 in force at 1.10.2009, see reg. 1