- (a) has become bankrupt, is incapacitated by physical or mental illness, or is otherwise unable or unfit to perform the functions of a member of the Board; or
- (b) has become—
- (i) a public officer; or
- (ii) a director or an employee of—
- (A) an authorized institution;
- (B) a holding company of an authorized institution;
- (C) a subsidiary of such a holding company; or
- (D) a subsidiary of an authorized institution,
the Chief Executive may declare his office as member of the Board to be vacant, and shall notify the fact in such manner as the Chief Executive thinks fit; and upon such declaration the office becomes vacant.
5. Meetings and proceedings of Board
(1) Meetings of the Board are to be held at such times and places as the Chairman of the Board may decide.
(2) The quorum for meetings of the Board is 4.
(3) Subject to the provisions of this Schedule, the Board may determine its own procedures.
(4) At a meeting of the Board—
- (a) the Chairman of the Board shall preside;
- (b) each member of the Board present has one vote; and
- (c) every question for decision shall be determined by a majority of votes of the members of the Board present and, in the case of an equality of votes, the Chairman of the Board has a casting vote.
6. Transaction of business by circulation of papers
The Board may transact any of its business by circulation of papers, and a resolution in writing which is approved in writing by all the members of the Board present in Hong Kong (being not less than the number required to constitute a majority of the Board) is as valid and effectual as if it had been duly passed at a meeting of the Board by the votes of the members of the Board so approving the resolution.
7. Committees
The Board may appoint committees for any general or special purposes as it thinks fit and, in relation to such a committee—
- (a) the chairman shall be appointed by the Board; and
- (b) the chairman and at least two-thirds of the other members are to be members of the Board.
8. Conflict of interests
(1) A member of the Board who is in any way directly or indirectly interested in a contract made or proposed to be made by the Board, shall disclose the nature of his interest at a meeting of the Board. The disclosure shall be recorded in the minutes of the Board, and the member may not without the permission of the Chairman of the Board take any part in any deliberation of the Board with respect to that contract and may not in any event vote on any question concerning it.
(2) For the purposes of subsection (1), a general notice given at a meeting of the Board by a member of the Board to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract that may, after the date of the notice, be made with the company or firm is regarded as a sufficient disclosure of his interest in relation to any contract so made or proposed to be so made.
(3) A member of the Board need not attend in person at a meeting of the Board in order to make a disclosure which he is required to make under subsection (1) if he takes reasonable steps to secure that the disclosure is made by a notice which is brought up and read at the meeting.
