S.L. 234.42 Art. 52Directors.

(1) Every company shall have at least one director, and where a company has one director, all references in these regulations to two or more directors shall be construed as references to such one director.

(2) The business of a company shall be managed by the directors who may exercise all such powers of the company, including those specified in regulation 51.

(3) Notwithstanding anything contained in the memorandum and articles of association relating to the names in which the representation of the company is to be exercised, anything done by the board of directors of a company which exceeds the limits of their authority or by any director which is beyond his powers, shall be binding on the company unless that act exceeds the powers granted to the board of directors or to a director, as the case may be by virtue of these regulations.

(4) Any limitation on the powers of the board of directors or of any director of the company shall not be relied on as against third parties, independently of whether that limitation, published or not, arises from the memorandum or articles or from any resolution of the general meeting or from a decision of the board of directors of the company.

(5) Where an act of the company falls outside the company’s objects, the company shall not be bound if it proves that, when the act was done, the third party knew that it was outside the company’s objects or the third party could not in view of the circumstances have been unaware thereof: Provided that the publication of the memorandum and articles of the company shall not in itself be sufficient to prove that the third party knew, or could not have been unaware, that the act was outside the company’s objects.

(6) When a vacancy arises in the board of directors the vacancy can be filled by a general meeting or equivalent resolution or in its absence a board of directors’ resolution. In the absence of either one any member may apply to the court to appoint a director until the next annual general meeting.

(7) A person appointed by the court in accordance with the provisions of subregulation (6) shall hold office until the next annual general meeting although he shall be eligible for re-election.

(8) The provisions of subregulation (6) shall furthermore be without prejudice to the provisions of regulation 54(1) to (5) and of regulation 99(2)(b)(iv) and to the right of the company to fill any such vacancy in general meeting.