TORM A/S - Articles Of Association
13.1. The Board of Directors shall appoint a managing director to be in charge of the day-to-day management of the Company, and possibly one or more managers.
13.2. The Board of Directors shall be entitled to buy, sell and mortgage real property and ships.
13.3. The Board of Directors shall appoint from among its members a chairman and a deputy chairman to substitute the chairman in his absence.13.4. The Board of Directors may grant individual or joint power of procuration. 13.5. The Board of Directors shall lay down rules of procedure for the performance of its duties. The Board of Directors shall make its decisions by a simple majority of votes. In case of equality of votes, the chairman shall have the casting vote. 13.6. The members of the Board of Directors shall receive a fixed emolument. The total proposed emolument shall be included in a special note in the annual report and be presented for adoption together with the annual report. 13.7. At the Company's Annual General Meeting held on 22 April 2009, the shareholders adopted the overall guidelines for the Company's incentive plan to members of the Management Board and the Board of Directors, cf. s. 69b of the former Danish Companies Act. The guidelines are available at the Company's website www.torm.com. 13.8. The corporate language is English, cf. Section 126(3)-(4) of the Companies Act. Article 14 14.1. The Company shall be bound by the joint signatures of three members of the Board of Directors, one of whom shall be the chairman or the deputy chairman, or by the joint signatures of two members of the Board of Directors, one of whom shall be the chairman or the deputy chairman, and the Managing Director. Article 15 15.1. The annual reports of the Company shall be audited by one or two auditors, at least one of whom shall be a state-authorised public accountant. The auditor/auditors shall be appointed by the Company in general meeting for a term of one year.
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