(1)
| (a) | The Board determines its procedures at meetings. |
| (b) | Seventy percent of serving members constitutes a quorum at any meeting of the Board. |
| (c) | A decision taken by the Board or an act performed under that decision is not invalid merely by reason of— |
| (i) | any irregularity in the appointment of a member; |
| (ii) | a vacancy in the Board; or |
| (iii) | the fact that any person not entitled to sit as a member sat as such at the time when the decision was taken, |
provided such decision was taken by a majority of the members present at the time and entitled so to sit, and those members at the time constituted a quorum.
| (2) | The Board may establish one or more committees to assist it in the performance of its functions. |
| (a) | assign members of the Board to serve on a committee, based on their knowledge and skills; and |
| (i) | terms of reference of a committee; |
| (ii) | composition of a committee; |
| (iii) | tenure of members on a committee; |
| (iv) | reporting mechanisms of a committee; and |
| (v) | method and reasons for removal of a member from a committee. |
| (4) | The Board may appoint any person with particular knowledge, expertise or qualifications to assist a committee in the performance of its functions. |
| (5) | Unless specially delegated by the Board, a committee has no decision-making powers and can only make recommendations to the Board. |
| (6) | A committee must meet as often as is necessary in order to carry out its functions and may determine its own procedures. |
| (7) | Each committee must be chaired by a non-executive member of the Board. |
