Common use of Working method Clause in Contracts

Working method. The Board of Directors meets whenever one of the members requests it. The call for a meeting is issued validly by letter, fax or e-mail and must mention the items on the agenda of the meeting of the Board of Directors. Concerning items that are not mentioned on the agenda, the Board of Directors may deliberate and pass legally valid resolutions only if all members are present at the meeting and approve them. Meetings of the Board of Directors are held validly at the corporate office of the Company or at any other location in Belgium as mentioned in the call for the meeting. Meetings may take place also by way of an audio- or videoconference. The members are obligated to attend the meetings of the Board of Directors. Minutes must be drawn up of the meetings containing as a minimum the following aspects: • day, hour and place of the meeting; • items on the agenda; • brief content of the deliberations; • decision; • signature by the members of the Board of Directors. The minutes of the meeting of the Board of Directors are approved at the next meeting. The decisions of the Board of Directors are taken by simple majority of the cast votes. In case of a tied vote, the vote of the Chairman determines the outcome, except in cases when the Company has only two directors.