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calculating whether a quorum of Directors is present at the meeting;
(d) save in relation to employing or contracting with the Chief Executive Officer the other Directors are satisfied that it is in the interests of the Company to employ or to contract with that Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing a Director against the disadvantages of doing so (especially the loss of the Director’s services as a result of dealing with the Director’s conflict of interest);
(e) the reason for their decision is recorded by the Directors in the minute book; and
(f) a majority of the Directors then in office have received no such payments or benefit.
6.8A The provision in Article 6.6(c) that no Director may be employed by or receive any remuneration from the Company (other than a Principal and the Chief Executive Officer) does not apply to an employee of the Company who is subsequently elected or appointed as a Director save that this Article shall only allow such a Director to receive remuneration or benefit from the Company in his capacity as an employee of the Company and provided that the procedure as set out in Articles 6.8(b)(i), (ii) and 6.8 (c) is followed.
6.9 In Articles 6.2 - 6.9:
(a) “company” shall include any company in which the Company:
holds more than 50% of the shares; or
controls more than 50% of the voting rights attached to the shares; or
has the right to appoint one or more Directors to the Board of the Company;
(b) “Director” shall include any child, stepchild, parent, grandchild, grandparent, brother, sister or spouse of the Director or any person living with the Director as his or her partner;
(c) the employment or remuneration of a Director includes the engagement or remuneration of any firm or company in which the Director is:
(i) a partner;
(ii) an employee;
(iii) a consultant;
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