At meetings of the Board of Directors, each Director shall be entitled to cast one vote.
A Director may not participate in the deliberation and the decision-making process of the Board of Directors if it concerns a subject in which such Director has a direct or indirect personal interest which conflicts with the interest of the company and its business enterprise.
In such event, the other Directors shall be authorized to adopt the relevant resolution. If all Directors have a conflict of interest as indicated above, the resolution may nonetheless be adopted by the Board of Directors.
Decisions of the Board of Directors involving a substantial (belangrijke) change in the company’s identity or character are subject to the approval of the general meeting, including decisions involving:
the transfer of the enterprise or practically the whole enterprise to third parties;
to enter or to terminate longstanding joint ventures of the company or a subsidiary with another legal entity or company or as fully liable partner in a limited partnership or a general partnership if this joint venture or termination of such a joint venture is of a major significance to the company;
to acquire or dispose of a participation in the capital of a company worth at least one third of the amount of the assets according to the balance sheet with explanatory notes thereto, or if the company prepares a consolidated balance sheet according to such consolidated balance sheet with explanatory notes according to the last adopted annual account of the company, by the company or a subsidiary.
Failure to obtain the approval as referred to in article 16 paragraph 9 shall not affect the authority of the Board of Directors or the Directors to represent the company in connection with such transaction.
The Board of Directors may establish such committees as it may deem necessary, which committees may consist of one or more Directors or of other persons.
The Board of Directors shall determine the duties and powers of the committees referred to in article 17 paragraph 1.
Board of Directors; absence of directors
In the event that one or more Directors are absent or not able to act, the powers of the Board of Directors shall continue unaffected.
In the event of the absence or inability to act of all executive directors, the non-executive directors shall be authorized to temporarily entrust the task and duties of the executive directors to other persons. In the event of the absence or inability to act of all non-executive directors or all of the