Incredimail 2013 Annual Report Download - page 158

Subject to the provisions of the Law, a director may be paid remuneration by the Company for his services as director to the
extent such remuneration shall have been approved in accordance with the Law.
POWERS AND DUTIES OF DIRECTORS
In addition to all powers and authorities of the Board as specified in the Law, the determination of the Company’
s policies,
and the supervision of the Chief Executive Officer of the Company (as defined herein) and the Company’
s officers shall be
vested in the Board. In addition, the Board may exercise all such powers and do all such acts and things as the Company is
authorized to exercise and do, and are not hereby or by law required to be exercised or done by the Company in a general
meeting or by the Chief Executive Officer under his express or residual authority. The authority conferred on the Board by
this Article shall be subject to the provisions of the Law, the Articles and any regulation or resolution consistent with the
Articles adopted from time to time by the Company in a general meeting; provided, however
, that no such regulation or
resolution shall invalidate any prior act done by or pursuant to a decision of the Board that would have been valid if such
regulation or resolution had not been adopted.
The Board may from time to time, in its discretion, cause the Company to borrow or secure the payment of any sum or sums
of money for the purposes of the Company, and may secure or provide for the repayment of such sum or sums in such
manner, at such times and upon such terms and conditions in all respects as it thinks fit, and, in particular, by the issuance of
bonds, perpetual or redeemable debentures, debenture stock, or any mortgages, charges, or other securities on the
undertaking or the whole or any part of the property of the Company, both present and future, including its uncalled or called
but unpaid capital for the time being.
44.
Remuneration of Directors
45.
Conflict of Interests; Approval of Related Party Transactions
45.1.
Subject to the provisions of the Law and the Articles, the Company may enter into any contract or otherwise transact any
business with any director in which contract or business such director has a personal interest, directly or indirectly; and may
enter into any contract of otherwise transact any business with any third party in which contract or business a director has a
personal interest, directly or indirectly.
45.2.
A director or other Office Holder, shall not participate in deliberations concerning, nor vote upon a resolution approving, a
transaction with the Company in which he has a personal interest, except as otherwise provided for in the Law.
46.
Powers of the Board of Directors
46.1.
General
46.2.
Borrowing Power
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