CO129-503-5 Hong Kong and Shanghai Bank Ordinance- 1927 3-12-1926 - 31-12-1927 — Page 41

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Who to preside at

meetings of board.

Powers of quorum.

Delegation of powers by board.

Proceedings of com- mittee.

Acts of directors

or committee valid

not with- standing defective

appoint- ment.

20

106. The Chairman, or in his absence the Deputy Chairman, shall preside at every meeting of the Board but if both be absent or there be no Chairman or Deputy Chairman, or if at any meeting the Chairman or Deputy Chairman be not present within ten minutes after the time appointed for holding the meeting, the Directors present shall elect one of their number to be Chairman of such meeting, and the Director so elected shall preside at such meeting accordingly.

107. Any meeting of the Board at which a quorum is present shall (subject to the provisions of Regulation 89) be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board.

108. The Board may from time to time delegate all or any of its powers except the power to make calls on shareholders to a Committee or Committees of the Board consisting of such member or members of its body as it thinks fit and may from time to time revoke such delegation or revoke the appointment of and discharge any such Committee either wholly or in part, and either as to persons or purposes, and may authorise any such Committee to use the common seal. Any Committee so formed shall, in the exercise of the powers so delegated, conform with any instructions that may from time to time be given to it by the Board.

109. The meetings and proceedings of any such Committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any instructions given by the Board under Regulation 108.

110. All acts done at any meeting of the Board, or of a Committee of the Board, or by any person acting as a Director or member of a Committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they, he or any of them were or was disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such Committee.

Board to have general control of business.

Specific powers given to board.

To purchase property,

rights, etc.

Powers of the Board.

111. Subject to the provisions of Regulations 108, 112 (10), 120 and 121 the Board, shall, in addition to the powers, authorities and discretions by the Ordinance and by these regulations expressly conferred upon it have the entire management of and superintendence over the business and affairs of the Bank, and in every case not provided for, or not adequately provided for by the Ordinance or these regulations shall have full power to regulate its own pro- cedure and the mode of conducting the business of the Bank, and the Board, in addition to the powers and authorities by the Ordinance and by these regula- tions expressly conferred upon it, may exericse all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as may be exercised or done by the Bank, and are not by the Ordinance or by these regulations directed or required to be exercised or done by the share- holders in general meeting, but subject nevertheless to the provisions of the Ordinance and of these regulations.

112. Without prejudice to the general powers conferred by or implied in the Regulations and to the other powers, authorities and discretions con- ferred by these presents it is hereby expressly declared that it shall be lawful for the Board to carry out all or any of the objects set forth in regulation 3, and by way of addition and not of limitation to do all or any of the following things, namely :-

(1) To purchase or otherwise acquire for the Bank any property conces- sions, franchises, charters, patents, monopolies, rights or privileges which the Bank is authorized to acquire at such price and generally on such terms and conditions as the Board thinks fit.