Other than for routine business matters, any matter falling within the categories outlined in 'Board Approvals' should be placed before the Board at regular Board meetings. However, in exceptional circumstances where it is essential (in the view of the Executive Directors) that a decision be taken more quickly than the above requirements would allow, it may be decided by a Board meeting convened on an ad hoc basis provided that:

• Reasonable efforts shall be made to contact two of the non-executive Directors to advise them of or discuss with them the matter in question;
• If not already so discussed, the matter in question shall be discussed at partner level with the Company’s auditors, financial advisers and / or solicitors (if appropriate and depending on the significance of the item);
• The minutes of the relevant meeting together with copies of all papers produced there and any further background information or explanation as may be appropriate in the circumstances shall be produced at the next Board meeting;
• In any event, no such decision shall be taken without approval by at least two Directors, one of whom shall be a Non-Executive Director.