22Meetings of the Board

#### 22 Meetings of the Board (1) The Chairperson: (a) shall convene such meetings of the Board as he or she considers necessary for the efficient performance of its functions; and (b) shall convene a meeting of the Board on receipt of a written request signed by: (i) if there are not more than 6 non‑executive Directors holding office under section 12—not less than 4 Directors; or (ii) if there are more than 6 non‑executive Directors holding office under that section—not less than 5 Directors. (2) Meetings of the Board shall be held at such places as the Chairperson determines. (3) The Chairperson shall preside at all meetings of the Board at which he or she is present. (4) In the absence of the Chairperson from a meeting of the Board, the Deputy Chairperson shall preside at the meeting. (5) In the absence of both the Chairperson and the Deputy Chairperson from a meeting of the Board: (a) if another Director is acting as Chairperson—that Director shall preside at the meeting; or (b) in any other case—the Directors present shall elect one of their number other than the Managing Director to preside at the meeting. (6) The Director presiding at a meeting of the Board may give directions regarding the procedure to be followed at or in connection with the meeting. (7) At a meeting of the Board: (a) a quorum is constituted by: (i) if there are not more than 6 non‑executive Directors holding office under section 12—4 Directors; or (ii) if there are more than 6 non‑executive Directors holding office under that section—5 Directors; (b) all questions shall be decided by a majority of the votes of the Directors present; and (c) the Director presiding has a deliberative vote and, in the event of an equality of votes, also has a casting vote. (8) The Managing Director shall not be present during any deliberation, or take part in any decision, of the Board with respect to the appointment, or any of the terms and conditions of employment, of the Managing Director. (9) For the purposes of this section: (a) a reference to the Chairperson (other than a reference in subsection (3), (4) or (5)) shall, if a Director is acting as Chairperson, be construed as a reference to the Director so acting; and (b) a reference to a Director (other than a reference to a non‑executive Director holding office under section 12) shall, if a person is acting as a Director, be construed as including a reference to the person so acting.