ITF

23 21. 21. 21. 21. NOMINATION, ELECTION AND TENURE OF DIRECTORS NOMINATION, ELECTION AND TENURE OF DIRECTORS NOMINATION, ELECTION AND TENURE OF DIRECTORS NOMINATION, ELECTION AND TENURE OF DIRECTORS (a) (a) (a) (a) Members of the Board of Directors other than the President shall be elected by the Class B Members at an Annual General Meeting of the Company for four year- terms and shall continue to hold office until the conclusion of the Annual General Meeting held four years after their election. Any member of the Board of Directors shall be eligible for re-election for two further terms so that the maximum period of service as a member of the Board of Directors is twelve years. All service as a member of the Board of Directors shall be counted. (b) (b) (b) (b) The Annual Report of the Board of Directors to the Annual General Meeting shall include a list of retiring Board Members; the record of attendance at meetings of the Board of Directors over the preceding four years; and the names of persons for whom nominations have been received in accordance with sub-paragraph (c) of this Article. (c) (c) (c) (c) Nominations for membership of the Board of Directors, other than in respect of the President, shall be made by Class B Members only (other than by a Member whose subscription is in arrears at the time of the Annual General Meeting). Any such nomination shall be in writing, duly authorised by the President, General Secretary or other legally appointed representative of such Member and must be a person who is a national of the country of the Class B Member who has nominated them and must reach the Company in accordance with the provisions of Article 17. (d) (d) (d) (d) Nominations for the election as a member of the Board of Directors shall only be accepted by those persons who expect to be able to attend Board of Directors meetings with reasonable regularity. (e) (e) (e) (e) The rules and procedures for the nomination of candidates for election to the Board of Directors shall be as follows: (i) (i) (i) (i) In the event of failure to find a qualified and acceptable candidate from any of the geographical areas specified in Article 19, or from the Class B Members who have the maximum shares, the Council may proceed to elect members to the Board of Directors to fill any vacancy created, irrespective of such geographical specifications. (ii) (ii) (ii) (ii) Nominations shall be listed on the ballot paper in alphabetical order and the names of retiring members nominated for re-election shall be marked thereon with an asterisk. (iii) (iii) (iii) (iii) Voting delegates shall be instructed to delete the names of those candidates whom they do not wish to elect, leaving only the names of the thirteen candidates they wish to elect. Any ballot paper submitted with fewer or more than thirteen remaining (undeleted) names shall be declared null and void. (iv) (iv) (iv) (iv) The thirteen candidates with the highest number of properly recorded votes shall be declared elected who (unless sub-paragraph (e)(i) has become applicable) taken collectively enable the following conditions to be fulfilled:

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