Common use of CONDUCT OF THE COMPANY’S AFFAIRS Clause in Contracts

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with the other Members that so long as this Deed remains in force and effect it will so far as it is reasonable for it to do so: 6.1.1 be just and true to the other Members and act in good faith; 6.1.2 as soon as practicable notify the Company of any matters of which it becomes aware which may affect the Company or the Business; 6.1.3 generally do all things necessary to give effect to the terms of this Deed; 6.1.4 take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or general meetings has the necessary quorum throughout; 6.1.5 consider the Company as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, provide the Company [by no later than [30] days following the end of each financial year] with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and 6.1.7 keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 Subject to clause 12 the Board shall be responsible for the day to day management of the Company in accordance with the Annual Business Plan and without prejudice to the generality of the foregoing shall: 6.2.1 transact all its business on arm’s length terms; 6.2.2 maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 6.2.5 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and in any event not later than four months after the end of the relevant accounting reference period; and 6.2.6 within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison to their respective business plans). 6.3 Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law from time to time) so as to ensure the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015. 6.5 In the event that the Company is dissolved any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with the provisions of the Articles. 6.6 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company with any members, officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Member properly informed about the business and affairs of the Company or to protect its interests as a Member. Any confidential information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Member and its designated officers and executives in accordance with the terms of clause 17.

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with the other Members that so long as this Deed remains in force and effect it will so far as it is reasonable for it to do so: 6.1.1 be just and true to the other Members and act in good faith; 6.1.2 as soon as practicable notify the Company of any matters of which it becomes aware which may affect the Company or the Business; 6.1.3 generally do all things necessary to give effect to the terms of this Deed; 6.1.4 take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or at general meetings has so as to have the necessary quorum throughout; 6.1.5 consider the Company as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, provide the Company [by no later than [30] 30 days following the end of each financial year] year with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and 6.1.7 keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 Subject to clause 12 the Board shall be responsible for the day to day management of the Company in accordance with the Annual Business Plan and without prejudice to the generality of the foregoing shall: 6.2.1 transact all its business on arm’s length terms; 6.2.2 maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 6.2.5 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and in any event not later than four months after the end of the relevant accounting reference period; and 6.2.6 within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison to their respective business plans). 6.3 Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law from time to time) so as to ensure the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015. 6.5 In the event that the Company is dissolved any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with the provisions of the Articles. 6.6 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company with any members, officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he he/she or she deems appropriate to keep the relevant Member properly informed about the business and affairs of the Company or to protect its interests as a Member. Any confidential information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Member and its designated officers and executives in accordance with the terms of clause 17.

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with the other Members that so long as this Deed remains in force and effect it will so far as it is reasonable for it to do so: 6.1.1 : be just and true to the other Members and act in good faith; 6.1.2 ; as soon as practicable notify the Company of any matters of which it becomes aware which may affect the Company or the Business; 6.1.3 ; generally do all things necessary to give effect to the terms of this Deed; 6.1.4 ; take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or at general meetings has so as to have the necessary quorum throughout; 6.1.5 ; consider the Company as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, ; provide the Company [by no later than [30] 30 days following the end of each financial year] year with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and 6.1.7 and keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 . Subject to clause 12 the Board shall be responsible for the day to day management of the Company in accordance with the Annual Business Plan and without prejudice to the generality of the foregoing shall: 6.2.1 : transact all its business on arm’s length terms; 6.2.2 ; maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 ; keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 ; prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 6.2.5 ; prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and in any event not later than four months after the end of the relevant accounting reference period; and 6.2.6 and within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison to their respective business plans). 6.3 . Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 . Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 : this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 and the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law from time to time) so as to ensure the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015. 6.5 . In the event that the Company is dissolved any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with the provisions of the Articles. 6.6 . The Company shall permit any Director to discuss the affairs, finances and accounts of the Company with any members, officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he he/she or she deems appropriate to keep the relevant Member properly informed about the business and affairs of the Company or to protect its interests as a Member. Any confidential information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Member and its designated officers and executives in accordance with the terms of clause 17.

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with 9.1 Unless otherwise agreed between all the other Members Shareholders in writing or except as expressly provided in this Agreement each of the Shareholders hereby undertakes to the others that so long it shall exercise its powers in relation to the Company, including but not limited to any influence it may have over any Director appointed by them pursuant to this Agreement and/or the Articles, to procure (insofar as this Deed remains in force they are legally able) and effect it will so far the Company undertakes to the Shareholders (insofar as it is reasonable for legally able) to procure that it to do sowill: 6.1.1 be just and true to the other Members and act in good faith; 6.1.2 as soon as practicable notify the Company 9.1.1 provide all Shareholders with monthly management accounts within 10 Business Days of any matters of which it becomes aware which may affect the Company or the Business; 6.1.3 generally do all things necessary to give effect to the terms of this Deed; 6.1.4 take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or general meetings has the necessary quorum throughout; 6.1.5 consider the Company as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, provide the Company [by no later than [30] days following the end of each financial year] with a report in writing on the percentage month; 9.1.2 have all cheques signed by two nominated signatories, one of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and 6.1.7 keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 Subject to clause 12 the Board whom shall be responsible from time to time nominated by a majority of the A Shareholders and one of whom shall be from time to time nominated by a majority of the B Shareholders (and the Shareholders agree that any signatory from time to time nominated by them shall be based in or around London, that they shall provide full contact details for such signatory and that such signatory shall make themselves available to sign all necessary cheques at all reasonable times upon reasonable notice); 9.1.3 keep books of account and true and complete records of all its dealings and transactions and ensure that the day to day management books of the Company are written up at regular intervals; 9.1.4 prepare its accounts on an historical cost basis and adopt such accounting policies as from time to time are generally accepted in accordance with the Annual Business Plan England and without prejudice to the generality of the foregoing shall:Wales; 6.2.1 9.1.5 transact all its business on arm’s length terms; 6.2.2 maintain, 9.1.6 maintain with a well-well established and reputable insurer, insurer adequate insurance for the full replacement value of its assets against all risks usually insured against by companies carrying on a similar business; 9.1.7 not pass at any general meeting any resolution to dismiss any Director of the Company; 9.1.8 keep each Shareholder informed of the progress of the Business and furnish each Shareholder to such extent (and in such form and detail) as it may from time to time reasonably require, with particulars of any matters concerned with and arising out of the activities of the Company and/or the Group; 9.1.9 at the cost of the Company, prepare and deliver to each Shareholder: 9.1.9.1 except in the case of an emergency at least 5 Business Days prior written notice (including an agenda) of all meetings of the Board; 9.1.9.2 within 14 Business Days of a Board meeting being held, the minutes of such meeting; 9.1.9.3 within seven Business Days of any request by either Shareholder, any 9.1.9.4 the annual reports and audited consolidated accounts of the Company and the Group, together with any management letters in respect thereof, forthwith upon the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 6.2.5 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and becoming available and, in any event event, not later than four months after 120 days following the end of the relevant accounting reference period; and 6.2.6 within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison financial period to their respective business plans)which they relate. 6.3 Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law from time to time) so as to ensure the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015. 6.5 9.2 In the event that the Company is dissolved of any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with breach of the provisions of the Articles. 6.6 The Company shall permit any Director to discuss the affairs, finances Clause 9.1.9 and accounts of the Company with any members, officers and executives at any time. All books, records, accounts and documents relating upon giving prior written notice to the business and the affairs of the Company shall be open to the inspection of any Company, each Shareholder or Director appointed by such person, who Shareholder shall be entitled to make any copies thereof as he or she deems appropriate appoint a firm of accountants at the Company’s expense to keep examine the relevant Member properly informed about the business books and affairs accounting records of the Company or and the Group and to protect its interests produce such accounts and other information as a Member. Any confidential such Shareholder shall request and the Company will provide and will procure that each other Shareholder of the Company and the Group provides all information secured as a consequence requested for such purpose, together with full and unrestricted access to all relevant books, records and personnel of such discussions the Company and examinations shall be kept confidential by the requesting Member Group at reasonable times and its designated officers and executives in accordance with the terms of clause 17upon reasonable notice.

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants with the other Members that so long as this Deed remains in force and effect it will so far as it is reasonable for it to do so: 6.1.1 be just and true to the other Members and act in good faith; 6.1.2 as soon as practicable notify the Company of any matters of which it becomes aware which may affect the Company or the Business; 6.1.3 generally do all things necessary to give effect to the terms of this Deed; 6.1.4 take all steps available to it to ensure that it is represented at meetings of the Board or any committee of the Board or general meetings has the necessary quorum throughout; 6.1.5 consider the Company as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, provide the Company [by no later than [30] days following the end of each financial year] with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial year; and 6.1.7 keep the Company fully informed of its activities that are relevant to the Business and of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 Subject to clause 12 11 the Board shall be responsible for the day to day management of the Company in accordance with the Annual Business Plan and without prejudice to the generality of the foregoing shall: 6.2.1 transact all its business on arm’s length terms; 6.2.2 maintain, with a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 6.2.5 prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and in any event not later than four months after the end of the relevant accounting reference period; and 6.2.6 within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison to their respective business plans). 6.3 Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law from time to time) so as to ensure the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015. 6.5 In the event that the Company is dissolved any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with the provisions of the Articles. 6.6 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company with any members, officers and executives at any time. All books, records, accounts and documents relating to the business and the affairs of the Company shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Member properly informed about the business and affairs of the Company or to protect its interests as a Member. Any confidential information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Member and its designated officers and executives in accordance with the terms of clause 1716.

CONDUCT OF THE COMPANY’S AFFAIRS. 6.1 Each Member covenants 5.1 Except as set out in clause 5.2, the Company shall not make any decision in relation to, or undertake, a Reserved Matter except with the other Members that so long as this Deed remains prior written consent of the Council. 5.2 Clause 5.1 shall not apply in force and effect it will so far as it is reasonable for it connection with any decision or action relating to do soa Reserved Matter: 6.1.1 be just and true 5.2.1 approved in the Business Plan relating to the other Members and act Company then in good faithforce; 6.1.2 as soon as practicable notify 5.2.2 which has been properly delegated in accordance with this Agreement to a particular Board or person; or 5.2.3 to the extent the same decision has been taken by the Council in accordance with an agreement between the Council and the Company, and in those circumstances only, the approval or consent of the Council shall be deemed to have been given. 5.3 The Reserved Matters may be varied and/or replaced in part or entirely, by the Council at its absolute discretion and any such variation and/or replacement shall take effect upon the Council giving notice in writing to the Company of the fact. 5.4 If the Council Directors notify the Board – whether during the course of a Board Meeting or in writing - that they consider a particular matter (not currently a Reserved Matter) is sufficiently important to the Council to justify it being classed as a Reserved Matter, then the matter shall become a Reserved Matter and governed by clause 5.1. 5.5 If any matters of which it becomes aware which may affect agreement between the Council and the Company or is validly varied in accordance with its terms, the Businessrelevant sections of the Business Plan shall be deemed amended on and with effect from the date of the variation of the agreement to the extent (but only to the extent) such amendment is necessary to ensure that the Business Plan is fully consistent, and does not conflict, with the terms of that agreement. 5.6 With the exception of (1) the Reserved Matters (including any additional matters referred to the Council pursuant to clause 5.4), (2) the Business Plan then in force, (3) this Agreement and (4) any agreements between the Council and the Company: 5.6.1 the Business and all day-to-day affairs of the Company shall be managed by the Board; 6.1.3 generally 5.6.2 the Directors shall determine the general policies of the Company and the manner in which its business is to be carried out subject; 5.6.3 the Directors shall act in accordance with the Xxxxx Principles and any other principles, codes or guidance as shall be notified to the Directors by the Company from time to time, to the extent that such principles, codes and guidance do all things necessary to give effect to not conflict with the terms of this Deed; 6.1.4 Agreement. In the event of conflict between the terms of this Agreement and such principles, codes or guidance, then this Agreement shall take all steps available precedence (but the parties shall work together to it to ensure that it is represented at meetings of the Board or remove any committee of the Board or general meetings has the necessary quorum throughout; 6.1.5 consider the Company such conflict as a potential supplier for all activities that form part of the Business; 6.1.6 for each "A" Member, provide the Company [by no later than [30] days following the end of each financial year] with a report in writing on the percentage of that "A" Member's total procurement of dwellings to support the discharge of their statutory responsibilities for homeless households (or those at risk of homelessness) that has been undertaken for it via the Company in that preceding financial yearsoon as reasonably practicably thereafter); and 6.1.7 keep 5.6.4 the Directors shall exercise all voting rights and other powers of control available to them in relation to the Company fully informed so as to procure (in so far as they are able in the exercise of its activities that are relevant to such rights and power) that, at all times during the Business and term of any plans it may have to enter into a material contract with a third party for services that are similar to the Services or any of part of them. 6.2 Subject to clause 12 the Board shall be responsible for the day to day management of this Agreement, the Company shall: (a) carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with good business practices and the Annual Business Plan Vision and without prejudice to the generality of the foregoing shall:Values; and 6.2.1 (b) transact all its business on arm’s 's length terms;. 6.2.2 maintain5.7 The Company shall, with if it requires any approval, consent or licence from a well-established and reputable insurer, adequate insurance against all risks usually insured against by companies person other than the Council for the carrying on the same or a similar business and (without prejudice to the generality of the foregoing) for the full replacement or reinstatement value of all its assets of an insurable nature; 6.2.3 keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to the Business; 6.2.4 prepare its accounts in accordance with the Act and in accordance with all applicable accounting standards and principles and practices generally acceptable Business in the United Kingdom; 6.2.5 prepare such accounts manner in respect of each accounting reference period as are required by statute and procure that such accounts are audited (where required) as soon as practicable and in any event not later than four months after the end of the relevant accounting reference period; and 6.2.6 within 6 weeks after the end of each quarter (the first quarter starting on the date of this Deed), prepare quarterly management accounts (including once the first six months have elapsed budget forecasts by comparison to their respective business plans). 6.3 Any surpluses generated from providing Services to both Members and any third parties shall be applied solely in promoting the Company’s objects. 6.4 Nothing in this Deed shall prevent the Company from providing services to non-members, provided that: 6.4.1 this does not impact on the Company’s ability to provide the Services to any Member; and 6.4.2 the services to non-members do not account for more than 20% of the turnover of the Company in any financial year (or such other percentage of turnover as may be permitted by law which it is from time to time) so as time carried on or proposed to ensure be carried on, use all reasonable endeavours to obtain and maintain the Company remains classified as a jointly controlled Teckal company pursuant to Regulation 12 of the Public Contract Regulations 2015same in full force and effect. 6.5 In the event that the Company is dissolved any capital and assets available for distribution shall be divided between the Members and any former Member(s) in accordance with the provisions of the Articles. 6.6 The Company shall permit any 5.8 Any Director to may discuss the affairs, finances and accounts of the Company with any Council members, officers and executives employees at any time. All In addition, the Council (and any internal or external auditor of the Council and/or Public Sector Audits Appointment Limited) shall have the power to: 5.8.1 inspect and take copies of any and all books, records, accounts and documents relating to the business and the affairs of the Company shall be open and to require that the Company procure that any books, records, accounts and documents relating to the business and the affairs of the Company which are held by any third party on behalf of the Company are available for inspection and copying; 5.8.2 interview Company staff in connection with any aspect of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Member properly informed about the business and affairs of the Company or to protect its interests Company; 5.8.3 perform such periodic stock takes and personnel and asset checks as a Memberit sees fit. Any confidential information secured as a consequence of such discussions and examinations the above shall be kept confidential by the requesting Member Council and its designated members, officers and executives employees in accordance with the terms of clause 1713. 5.9 The Company shall: 5.9.1 maintain effective and appropriate control systems in relation to its financial, accounting and record-keeping functions; 5.9.2 immediately notify the Council in writing in relation to any financial, reputational or service delivery risks to the Business; and 5.9.3 generally keep the Council informed of the progress of its business and affairs and in particular will procure that the Council is given such information and such access to the officers, employees and premises of the Company as it may reasonably require for the purposes of enabling it to monitor its investment in the Company and to comply with its obligations under the Prudential Code for Local Authorities. 5.10 The Company shall: 5.10.1 itself comply with and assist the Council in complying with its statutory obligations including in relation to propriety, governance, public procurement or subsidy control in force from time to time and any other legal obligations insofar as such obligations arise from the Company's legal or contractual relationship with the Council; 5.10.2 ensure that its contracts are awarded on a value for money basis; and 5.10.3 refrain from engaging in any political lobbying or other political activity. 5.11 The Council and the Company shall take all such steps and do all such acts and things as may be necessary or desirable, including, without limitation, exercising all voting and other rights and powers of control available to it, in relation to the Company so as to procure (insofar as it is able to do so by the exercise of those rights and powers) that at all times during the term of this Agreement: 5.11.1 the Company is managed in accordance with the objectives and provisions of this Agreement; and 5.11.2 the Company performs and complies with all obligations on its part under this Agreement and the Articles. 5.12 The Company shall use its reasonable endeavours not to bring the Council into disrepute. 5.13 Under Part V of the Local Government and Housing Act 1989, the Company is subject to the Local Authorities (Companies) Order 1995 (the Order). The Company shall not breach nor cause the Council to be in breach of that Order.