Paragraph 5

(1)

This paragraph applies where a director—

(a)

has failed to attend meetings of the Board for six consecutive months or more without the permission of the Board; or

(b)

has become bankrupt or has made an arrangement with his or her creditors; or

(c)

is incapacitated by physical or mental illness from discharging the functions of a director; or

(d)

has knowingly failed in a material respect to act in his or her capacity as a director independently of any particular interest; or

(e)

has been convicted of a criminal offence; or

(f)

has failed to declare a conflict of interest or otherwise acted improperly; or

(g)

appears to the chair or to a majority of the directors or the Secretary of State to be otherwise unable, unfit or unwilling to discharge the functions of a director.

(2)

If the Secretary of State is (in the case of a director appointed by the Secretary of State) or the Board are (in the case of a director appointed by them) satisfied that this paragraph applies to any such director, and that the director should be disqualified from office in consequence, the Secretary of State may declare or, as the case may be, the Board may resolve that the director’s office as a director shall be vacated and thereupon the office shall be vacant.

(3)

For the purposes of sub-paragraph (1)(a) the attendance of a director at a meeting of any committee of the Board of which he or she is a member is to be treated as attendance at a meeting of the Board.