Virgin Media 2006 Annual Report Download - page 218

Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member
or members thereof present at a meeting and not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent permitted by applicable law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it Unless the
Board of Directors or such committee shall otherwise provide, regular and special meetings and other actions of any committee shall
be governed by the provisions of this Article III applicable to meetings and actions of the Board of Directors. Each committee shall
serve at the pleasure of the Board of Directors and have such name as may be determined from time to time resolution adopted by the
Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors on a regular basis.
SECTION 11. FEES AND COMPENSATION. The directors and members of committees may receive such compensation, if any, for
their services, and such reimbursement for expenses, as may be fixed or determined by the Board of Directors. Subject to applicable
law and the rules and regulations of an securities exchange, inter−dealer quotation system or regulated quotation service on which
securities of the Corporation are listed or admitted for trading such payment shall preclude any director from serving the Corporation
or any subsidiary or affiliate thereof in any other capacity and receiving compensation therefore. Subject to applicable law and the
rules and regulations of any securities exchange, inter−dealer quotation system or regulated quotation service on which securities of
the Corporation are listed or admitted for trading, members of special or standing committees may be allowed compensation for
service as committee members, such compensation to be determined by the Board of Directors or a separate committee thereof.
SECTION 12. INTERESTED DIRECTORS; QUORUM. No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this
reason, or solely because any such director or officer is present at participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because any such director or officer’s votes are counted for such purpose
if: (a) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a
quorum; (b) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or (c) the contractor transaction is fair as to the Corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or
transaction.
ARTICLE IV
OFFICERS
SECTION 1. GENERAL. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, one
or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the
Board of Directors, Vice Chairman the Board of Directors and Assistant Secretaries, Assistant Treasurers and such other officers as
the Board of Directors may deem desirable
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007