6.1 Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.
6.2 Decisions relating to any action taken by, or proposed to be taken by, the Company in respect of any of the Reserved Matters may, subject to Article [6.20], only be taken at a meeting of the Board and, subject to Article [6.20], no such action shall be taken by or on behalf of the Company otherwise than in accordance with a decision taken at a meeting of the Board.
6.3 A Director may, and the secretary at the request of a Director shall, call a meeting of the Board.
6.4 The Board must meet not less than four times in each financial year.
6.5 At least seven (7) days' notice shall be given in relation to each meeting of the Board, unless the Chairman (or, as the case may be, the other Director who is calling the meeting) is of the view (acting reasonably) that the delay associated with giving seven (7) days' notice would be likely to cause significant prejudice to the interests of the Company and/or the Shareholders, in which case he shall give such notice of the meeting as is reasonable in the circumstances.
6.6 Notice of every meeting of the Board shall be issued to each Director and Alternate Director.
6.7 Notice of every meeting of the Board (including a short agenda in relation to the business to be conducted at the meeting) shall be given to each Director and his Alternate Director (if one is appointed) at the address, fax number or e-mail address which was last notified by him to the Company for that purpose. Directors and Alternate Directors who are absent from the United Kingdom and have given the Company their addresses outside the United Kingdom shall be entitled to receive reasonable notice of every meeting of the Board and of every meeting of a committee of which they are members. Notice of a meeting of the Board or a committee of the Board shall not be required if all of the Directors or all of the members of that committee are present at the meeting.
6.8 Without prejudice to Article [6.1], a meeting of the Board or of a committee of the Board may consist of a conference between or among Directors who are not all in one place but who are able (directly or by telephone or other communication equipment) to speak to each other, and to be heard by each other simultaneously. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled or, if there is no such group, where the Chairman then is. The word "meeting" in these Articles shall be construed accordingly.
6.9 Subject to Articles [3.1, 6.10 and 7.5] the quorum necessary for the transaction of the business of the Directors shall be two, one of whom shall be an A Director and one of whom shall be the B Director. An Alternate Director who is not himself a Director may, if his appointer is not present, be counted towards the quorum and shall be deemed, for the purposes of the preceding provisions of this Article [6.9] to fall into the same category of Directors as the Director for whom he acts as alternate.
6.10 If, within fifteen (15) minutes after the start of a meeting of the Board at which a resolution of the Directors is to be proposed on which an A Director will not be entitled to vote, the quorum otherwise required under Article [6.9] is not present, the meeting shall be adjourned until such date (being not less than seven (7) days after the date of that meeting) as the Chairman of that meeting may direct. The date of the adjourned meeting shall be notified to the Directors and Alternate Directors in accordance with Article [6.7]. If, within fifteen (15) minutes after the start of the adjourned meeting, the quorum otherwise required under Article [6.9] is not present, the B Director (or his Alternate Director) shall, if present, be deemed to form a quorum even if no other Director or Alternate Director is present.
6.11 The B Director shall not be entitled to vote in relation to any resolution for approval of the transfer of an A Share or the transfer of Loan Stock, except (in either case) where the transfer is being effected in pursuance of Article [14.8] or Article [14.9].
6.12 If the B Director proposes that the Board should implement a proposal for refinancing or any other course of action referred to in Article [3] but the A Directors decline to carry the proposal into effect (except (a) where they are entitled to decline to do so by the provisions of these Articles or (b) in the case of a refinancing where the consent of the Authority has not been granted pursuant to [paragraph 1 of part 23] of the schedule to the Agreement) the matter will then be considered at an adjourned meeting of the Board. At any such adjourned meeting (and at any subsequent meeting of the Board) the A Directors will not be entitled to vote in relation to any resolution relating to the implementation of any such proposal (or any matter incidental to such implementation) and the B Director, acting alone, shall be entitled to take all decisions of a nature which would otherwise have fallen to be taken by the Directors and to take all other steps required to implement the proposal (and any matter incidental to the implementation of the proposal) in the name of (and at the cost of) the Company.
6.13 Matters arising at any meeting of the Board or of any committee shall be decided by a majority of votes of the Directors present, and on the basis that (subject to Articles [3.1, 6.11, 6.12 and 7.5]) every Director present at the meeting shall have one vote. The Chairman of a meeting of the Board shall not have a second or casting vote.
6.14 References in the preceding provisions of this Article [6] to any Director include references to any Alternate Directors and for this purpose an Alternate Director shall be deemed to fall into the same category of Directors as the Director for whom he acts as an alternate.
6.15 A Director who is also an Alternate Director shall be entitled in the absence of his appointer to a separate vote on behalf of his appointer in addition to his own vote.
6.16 The B Shareholder shall be entitled to appoint an individual as its representative (the "Observer") who shall be entitled:
6.16.1 to be invited to attend all meetings of the Board;
6.16.2 to receive (at or around the same time as they are received by the Directors) the agenda and all supporting papers circulated to the Directors in advance of each meeting of the Board or tabled at each meeting of the Board (including, without prejudice to that generality, six-monthly management accounts, budgets and management reports (including explanations of material variances against budget)) and the statutory accounts in respect of each financial year;
6.16.3 to attend and participate (but not vote) in all meetings of the Board;
6.16.4 to receive (at or around the same time as they are received by the Directors) copy minutes of meetings of the Board and all other Documents circulated to the Directors generally; and
6.16.5 to disclose any information received pursuant to this Article [6.16] in accordance with clause [61] of the Agreement.
6.17 The Directors shall be entitled to exclude the Observer from attending any meeting of the Board and withhold the agendas and supporting papers referred to in Article 6.16:
6.17.1 where and for so long as the conduct of the Observer is inappropriate; or
6.17.2 the Observer discloses information otherwise than in accordance with Article [6.16.5].
6.18 The Directors shall be entitled to exclude the Observer from attending any part of a meeting of the Board at which:
6.18.1 the exercise or purported exercise of contractual rights by the Company against the Authority or by the Authority against the Company; or
6.18.2 any claims or potential claims rights by the Company against the Authority or by the Authority against the Company; or
6.18.3 any matter of interpretation of the Agreement,
is discussed and shall be entitled to withhold from the Observer any supporting papers and information to the extent that they relate to the matters listed in Articles [6.18.1] to [6.18.3].
6.19 For the avoidance of doubt, an Observer shall not be entitled to exercise the powers of a Director; nor shall an Observer be deemed to be a Director for the purposes of these Articles or any provision of the Act.
6.20 A resolution in Writing signed by all of the Directors entitled to receive notice of a meeting of Board or a committee of the Board shall be valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held. Any such resolution may consist of a number of Documents in the same form, each signed by one or more Directors.
6.21 A resolution in Writing signed by an Alternate Director need not also be signed by his appointer; and if it is signed by a Director who has appointed an Alternate Director, it need not be signed by the Alternate Director in that capacity.