9.1 9The holder or holders of a majority in nominal value of the Hold Co A Shares shall be entitled to appoint not more than [ ]10 director(s) of the Company (herein referred to as an "AA Director") and to remove any such director and to make all necessary appointments to fill any vacancy howsoever and whensoever arising. Every such appointment or removal shall be effected by notice in writing deposited at the registered office of the Company signed by the holder or holders of a majority in nominal value of the Hold Co A Shares.
9.2 11The holder or holders of a majority in nominal value of the Hold Co B Shares shall be entitled to appoint not more than [ ] director(s) of the Company (each herein referred to as a "AB Director") and to remove any such director and to make all necessary appointments to fill any vacancy howsoever and whensoever arising. Every such appointment or removal shall be effected by notice in writing deposited at the registered office of the Company signed by the holder or holders of a majority in nominal value of the Hold Co B Shares.
9.3 No person may be appointed as a director pursuant to Articles 9.1 or 9.2 unless that person is (or will simultaneously become) a director of Hold Co.
9.4 The AA Directors and the AB Directors shall together, be the "A" Director(s)" of the Company.
9.5 The member holding the B Share as a class shall be entitled to appoint one director of the Company (herein referred to as the "B Director") and to remove any such director and to make all necessary appointments to fill any vacancy howsoever and whensoever arising. Every such appointment or removal shall be effected by notice in writing deposited at the registered office of the Company signed by the holder of the B Share.
9.6 The member holding the B Share shall (during any period when the member holding the B share and the Nominator are not the same body) exercise its powers under Article 9.5 in such a way as to give effect promptly to any notice by the Nominator nominating any individual for appointment as a director withdrawing the nomination of any person as a director or, (as the case may be), requiring the termination of the appointment of any person as a B Director, provided that:
9.6.1 the member holding the B Share shall procure that, prior to the Nominator nominating any individual for appointment as the B Director, the Nominator shall give the member(s) holding the A Shares not less than 14 days' notice of the identity of the relevant individual and shall pay due regard to the representations of the member(s) holding the A Share(s) as to whether the relevant individual meets the B Director Criteria,
9.6.2 no person may be appointed the B Director unless they satisfy the B Director Criteria, and
9.6.3 no person may be appointed the B Director unless he has been nominated by the Nominator for appointment as a director.
9.7 The member holding the C Share as a class shall be entitled to appoint one director of the Company (herein referred to as the "C Director") and to remove any such director and to make all necessary appointments to fill any vacancy howsoever and whensoever arising. Every such appointment or removal shall be effected by notice in writing deposited at the registered office of the Company signed by the holder of the C Share.
9.8 The member holding the D Share shall have no right to appoint a director of the Company.
9.9 The post of Chairman of the Board may not be held by the B Director or the C Director.
9.10 No director shall be required to retire by rotation.
9.11 The directors shall adopt, at their first meeting of the Board, a job description for the B Director12.
9.12 Any variation to the Agreed B Director Job Description shall be effective only if approved by the holders of the A Shares and the D Share.
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9 Articles 9.1 - 9.4 contain provisions for the appointment of directors nominated by the consortium.
10 Bidders to propose
11 If the consortium proposes more than one shareholder, that shareholder's right to appoint a director is implemented by means of this article. If a third shareholder is proposed, this may be effected by adding a class of Hold Co C Shares and an AC Director. Bidders to complete or delete as appropriate.
12 The Board will discuss the role of the B Director with bidders during the dialogue phase.