Quality and Enhancement Manual

Amending the Articles and the Corporate and Academic Governance Framework

Amending the Articles

Any amendments to the Articles require the shareholders’ approval by special resolution (in accordance with Regulation 147 of the Articles).

Some provisions of the Articles are entrenched, to ensure they cannot be amended solely by the shareholders.

On its own initiative, the Academic Committee can propose amendments to the entrenched provisions set out in Regulation 149 of the Articles by making a recommendation to the Board of Directors.

Amending the Corporate and Academic Governance Framework

In accordance with Regulation 140 of the Articles, the Corporate and Academic Governance Framework can only be amended if the directors decide by a majority vote to make such amendments.  In addition, the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework can only be amended if the Academic Committee by a majority vote ratifies the decision of the directors to make such amendments.

On its own initiative, the Academic Committee can propose amendments to the academic governance arrangements included within Section 3 of the Corporate and Academic Governance Framework by making a recommendation to the Board of Directors.