40Quorum and voting at meetings

#### 40 Quorum and voting at meetings (1) 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 17—4 Directors; or (ii) if there are more than 6 non‑executive Directors holding office under that section—5 Directors; and (b) all questions are to be decided by a majority of the votes of the Directors present; and (c) the Director presiding has a deliberative vote and, if necessary, also has a casting vote. (2) If, because of rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013, a non‑executive Director is not present at a meeting of the Board during a deliberation of the Board in relation to a matter, but there would be a quorum if the non‑executive Director were present, the remaining Directors present constitute a quorum for the purpose of any deliberation or decision of the Board at the meeting in relation to the matter. (3) The Managing Director must 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.