Método de informes sucesivos

APPOINTMENT OF DIRECTORS 1. PROCEDURE

1.1 The Directors shall be appointed to office in accordance with the rules and procedures set out in this Schedule 2.

1.2 Notwithstanding anything contrary in this Deed, no decision of the Trustee shall be invalid by reason only that there was a deficiency in the appointment process as set out in this Schedule.

2. ELIGIBILITY FOR APPOINTMENT

2.1 To be eligible for appointment, a Director must not be one or more of the following:

(a) an individual who is an undischarged bankrupt; (b) an individual who is under the age of 18 years;

(c) an individual who, has been convicted of a crime involving dishonesty (within the meaning of section 2(1) of the Crimes Act 1961) and has been sentenced for that crime within the last 7 years;

(d) an individual who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993;

(e) an individual who is disqualified from being an officer of a charitable entity under section 31(4) of the Charities Act 2005;

(f) an individual who is subject to a property order made under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act;

(g) an employee of the Trust;

(h) an individual who has been removed from the office of Director pursuant to Rule 9.1(g) within the last three (3) years.

3. APPOINTMENT WITH REGARD TO SKILLS AND EXPERTISE

In considering whether to appoint an individual as a Director, the Shareholders and Shareholder Directors (as appropriate) shall have regard to the particular skills and expertise that are required of a Director and shall bear in mind the activities that the Trustee undertakes or is likely to undertake in the future and the mix of skills and expertise that is required on the Board.

4. INITIAL DIRECTOR APPOINTMENTS

Each Share Group shall be entitled at all times to appoint and remove two (2) Directors to the Board by way of a written resolution signed by a majority of the Shareholders in the relevant Share Group. The Directors appointed by each Share Group on incorporation of the Trustee in accordance with this Rule 4 shall be appointed one for a term of two (2) years and one for a term of four (4) years as nominated by the Shareholders in the relevant Share Group. Thereafter, all Directors shall be appointed for a base term of four (4) years in accordance with Rule 5.

5. TERM OF OFFICE

5.1 The Directors from time to time shall hold office until such time as their position comes up for re-appointment in accordance with this rule provided that no Director shall hold office for longer than four (4) years without facing re- appointment.

5.2 The Initial Directors shall retire from office at the conclusion of the AGM of the Trustee in the second and fourth Financial Year (as appropriate) following his or her appointment.

5.3 Following the retirement of the initial Directors in accordance with Rule 5.2, each Director shall hold office until the conclusion of the AGM of the Trustee in the fourth Financial Year following his or her election.

6. ELIGIBILITY OF RETIRING DIRECTORS

6.1 Retiring Directors shall be eligible for reappointment.

6.2 A replacement for any retiring Director shall be appointed by the Shareholders of the relevant Share Group at the AGM which marks the retiring Director’s retirement from office.

7. CASUAL VACANCIES

Should any casual vacancy arise as a result of a Director ceasing to hold office prior to the expiry of the Director’s term of office then a replacement Director shall be appointed as soon as is reasonably practicable by the relevant Share Group.

8. TERM OF CASUAL APPOINTMENTS

In the case of a Director appointed pursuant to Rule 7 of this Schedule, the Director thereby appointed shall hold office for the balance of the term of office of the Director that he or she has replaced.

9. TERMINATION OF OFFICE OF DIRECTORS

9.1 Notwithstanding the forgoing Rules of this Schedule, a Director shall cease to hold office if he or she:

(a) at any time ceases to fulfil the eligibility requirements for being a Director set out in Rule 2;

(b) retires from office by giving written notice to the Trust; (c) completes his or her term of office and is not re-appointed; (d) refuses to act;

(e) is absent without leave from three (3) consecutive ordinary meetings of the Directors without good reason or without the permission of the Chairperson;

(f) becomes physically or mentally incapacitated to the extent that he or she is unable to perform the duties of a Director; or

(g) is removed from office by the relevant Share Group.

9.2 A Director who is removed from office pursuant to Rule 9.1(g) shall be ineligible for re-appointment as a Director for the period of three (3) years from the date of his or her removal.

10. RECORD OF CHANGES OF DIRECTORS

Upon the notification of every appointment, retirement, re-appointment or termination of office of any Director the Trustee shall ensure that an entry is made in the minute book of the Trust to that effect.