Article 5 Appointment of directors

While StayCo is wholly owned by the Treasury, the Treasury may appoint one or more directors of StayCo or a StayCo group undertaking in accordance with this article and notwithstanding any restriction in the articles of association of StayCo or the StayCo group undertaking.

The Treasury may appoint a director of StayCo or a StayCo group undertaking by written notice to StayCo or the StayCo group undertaking (as the case may be) provided the appointee has agreed to act in that capacity.

The appointment shall take effect from the date specified in the notice.

The Treasury may determine the terms (including remuneration) of the service contract of a person appointed as a director under this article in whatever written form they see fit.

Any appointment, contract or arrangement which is made or the terms of which are determined under this article is to be treated as made or entered into by StayCo or the StayCo group undertaking in question.

This article is not to be taken as derogating from any power to appoint a director or determine the remuneration and other terms and conditions of a director’s service contract that may exist apart from this article.