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CHALLENGING DIRECTORS

The accused should have the right to challenge any board member for cause, i.e., anyone who cannot be fair and impartial in the hearing. The challenged director may voluntarily recuse him/herself if he/she agrees there is a conflict.

If the director does not believe there is a conflict, the other directors may vote on excluding the director from the hearing. In the event the excluded director is a also a witness, he/she may testify on the matter but cannot join the other directors in their deliberations and vote.

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Adams Stirling PLC