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

CONDUCT OF THE COMPANY’S AFFAIRS. 9.1 Each Member (insofar as it is within its power to do so) covenants with the other Members that so long as this Agreement remains in full force and effect it will 9.1.1 comply with (and procure compliance by any Director appointed by such Member) with this Agreement, the Memorandum of Association, the Articles, the Financial Regulations and Procurement Standing Orders (to be adopted by the Company pursuant to clause 7 of this Agreement); 9.1.2 be just, true and transparent to the other Members and the Company and act in good faith; 9.1.3 promptly notify the other Members of any matters of which it becomes aware which may affect the Company, the Business or the Objectives; 9.1.4 generally do all things reasonably necessary to give effect to the terms of the Key Documents; 9.1.5 take all steps available to it to ensure that any meeting of the Board or any committee (including for the avoidance of doubt the Committees) of the Board or any general meeting has the necessary quorum throughout; and 9.1.6 give notice from time to time to the Secretary of the identity of such Member’s duly authorised representative(s) for the purposes of meetings of the Governing Body. Each Member shall also procure that a duly authorised representative of such Member is present at each meeting of the Governing Body and that such duly authorised representative has the requisite authority to attend, vote and speak at such meeting of the Governing Body on all matters before such meeting of the Governing Body. For the avoidance of doubt, although each Member will be entitled to have more than one duly authorised representative from time to time, only one authorised representative will be entitled to attend any meeting of the Governing Body on behalf of such Member. 9.2 The management of the Company shall be vested in the Board provided that the day to day management of the Company, within the terms of the Business Plans (subject to clause 15), will be the responsibility of the Chief Executive subject always to the responsibilities of the Committees and the Management Team. Without prejudice to the generality of the foregoing, the Board will determine the general policy of the Company and the manner in which that is to be carried out including any terms of reference for the Chief Executive and/or the Management Team (subject to the express provisions of this Agreement and the Articles). 9.3 The Board may appoint and remove the Management Team from time to time subject always to the Governing Body being entitled (by Qualified Majority) to require the appointment of an individual or group of individuals as the Management Team and/or the removal or replacement of any member of the Management Team from office from time to time. 9.4 The Governing Body shall appoint and remove the Chief Executive from time to time by Qualified Majority. 9.5 The Chief Executive and the Management Team will and the Members and the Company shall procure (so far as they are able) that the Chief Executive and the Management Team will: 9.5.1 perform such duties as may be delegated to them by the Board; 9.5.2 report to the Board on a monthly basis in accordance with clause 9.5.3 comply with all decisions and directions of the Board; 9.5.4 comply with the Memorandum of Association, the Articles, this Agreement and the Financial Regulations and Procurement Standing Orders (to be adopted by the Company pursuant to clause 7 of this Agreement); and 9.5.5 use all reasonable endeavours to procure that the Company complies with the timescales in respect of the activities set out in clause 6. 9.6 The Members shall exercise all voting rights and the powers of control available to them so as to procure (so far as each Member is legally able) that: 9.6.1 the Company shall transact all its business on arm’s length terms (including, for the avoidance of doubt, any business it transacts with the Members or any of them); 9.6.2 the Company shall at all times comply with the Business Plans and carry out its duties with due regard to the need for those in a public service environment to observe the highest standards of efficiency, economy, probity, courtesy, consideration and corporate governance; 9.6.3 the Company carries out and conducts its business and affairs in a proper and efficient manner in accordance with its objects and the provisions of this clause 9; 9.6.4 all business of the Company other than routine day to day business shall be undertaken and transacted by the Directors of the Company, (save where the Directors have delegated management responsibilities to the Chief Executive and/or the Management Team in accordance with clause 9.2); 9.6.5 the Company shall not enter into any agreement or arrangement restricting its competitive freedom to provide and take goods and services by such means and from and to such persons as it may think fit; 9.6.6 the Company shall 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; 9.6.7 the Company shall purchase and maintain for any Director (including an alternate), officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Companies Act 1985 and sections 232-237 of the Companies Act 2006, subject to the provisions of the Companies Act 1985 and the Companies Act 2006, against any other liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director (including an alternate), officer or auditor; 9.6.8 the business of the Company consists exclusively of the Business; 9.6.9 the Company shall not acquire, dispose, hire, lease, license or take licences of any assets, goods, rights or services otherwise than at the best value reasonably obtainable in the circumstances; 9.6.10 the Company shall keep proper books of account and therein make true and complete entries of all its dealings and transactions and in relation to its business and financial affairs; 9.6.11 the Company shall provide each Member with unaudited management accounts and cash flow forecast for the subsequent 3 month period in a form acceptable to the Members by 2 days prior to each board meeting of the Company and in any event no less than once every 3 months; 9.6.12 the Company shall prepare its accounts in accordance with the Companies Act 1985 and the Companies Act 2006 and in accordance with historical cost convention and with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 9.6.13 the Company shall prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited as soon as practicable and in any event not later than 3 months after the end of the relevant accounting reference period; 9.6.14 the Members, their duly authorised employees and/or any duly authorised employee of a Governmental body shall each be entitled to examine the separate books and accounts to be kept by the Company and be supplied with all relevant information, including management accounts (as referred to in clause 9.6.11) and operating statistics and such other trading and financial information in such form as they may reasonably require to keep each of them properly informed about the Business and the affairs of the Company; 9.6.15 each Member shall prioritise any actions falling to such Member in connection with the activities of the Company such that it shall use its reasonable endeavours to ensure that the timetables agreed by the parties in relation to the implementation of the Objectives shall be achieved; 9.6.16 the Company fully complies with any obligations which it may from time to time have under or pursuant to this Agreement and/or pursuant to Applicable Law. For the avoidance of doubt, the Members acknowledge that each Member will be responsible for ensuring its own compliance with all Applicable Law to which such Member may from time to time be subject; 9.6.17 the Company opens a current account with the Bank and that such account shall not be used for any purpose other than for a purpose directly related to the Business and all money transactions relating to the Business shall be recorded and conducted by means of credits to or withdrawals from such account; 9.6.18 if the Company requires any approval, consent or licence for or in connection with the carrying on the Business, the Company will use all reasonable endeavours to obtain and maintain the same in full force and effect and without prejudice to their statutory obligations as a local planning authority or local licensing authority the Members shall provide such assistance as the Company may reasonably require to facilitate the Company obtaining and maintaining the requisite approval, consent or licence; 9.6.19 the Company conducts the Business in accordance with the Key Documents; and 9.6.20 the activities of the Company are at all times consistent with the functions which may be performed by the Members in their respective capacities as public sector bodies and that such activities are performed on the same basis on which those functions would be performed by the Members. 9.7 The Board may establish a HR Committee and a Remuneration Committee which shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. The Board, in accordance with best practice, may establish such other committees it shall deem necessary from time to time, consisting of such individuals as it deems appropriate provided always that such committees shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. Save where the Governing Body otherwise agrees and/or where the provisions of this Agreement and/or the Articles otherwise require, decisions of any Committee shall require a majority vote. 9.8 Each Director shall be entitled whilst he or she holds that office to make full disclosure to the Member appointing him or her of any information relating to the Company which may come into his or her possession as a Director, but each Member shall only use such information in connection with its interest in the Company and the Business and shall not (unless it is under a legal or regulatory obligation to do so and then only to the extent so required) use that information in any way which is or may be detrimental to the Company or the other Members. 9.9 The Members agree that nothing in the Objectives and Business Plans will permit the Company to do anything that the Members do not have the legal powers to do.

CONDUCT OF THE COMPANY’S AFFAIRS. 9.1 Each Member (insofar as it is within its power to do so) covenants with the other Members that so long as this Agreement remains in full force and effect it will 9.1.1 comply with (and procure compliance by any Director appointed by such Member) with this Agreement, the Memorandum of Association, the Articles, the Financial Regulations and Procurement Standing Orders (to be adopted by the Company pursuant to clause 7 of this Agreement); 9.1.2 be just, true and transparent to the other Members and the Company and act in good faith; 9.1.3 promptly notify the other Members of any matters of which it becomes aware which may affect the Company, the Business or the Objectives; 9.1.4 generally do all things reasonably necessary to give effect to the terms of the Key Documents; 9.1.5 take all steps available to it to ensure that any meeting of the Board or any committee (including for the avoidance of doubt the Committees) of the Board or any general meeting has the necessary quorum throughout; and 9.1.6 give notice from time to time to the Secretary of the identity of such Member’s duly authorised representative(s) for the purposes of meetings of the Governing Body. Each Member shall also procure that a duly authorised representative of such Member is present at each meeting of the Governing Body and that such duly authorised representative has the requisite authority to attend, vote and speak at such meeting of the Governing Body on all matters before such meeting of the Governing Body. For the avoidance of doubt, although each Member will be entitled to have more than one duly authorised representative from time to time, only one authorised representative will be entitled to attend any meeting of the Governing Body on behalf of such Member. 9.2 5.1 The management of the Company shall be vested in the Board provided that the day to day management of the Company, within the terms of the Business Plans (subject to clause 15), will be the responsibility of the Chief Executive subject always to the responsibilities of the Committees and the Management Team. Without prejudice to the generality of the foregoing, the Board will determine the general policy of the Company and the manner in which that is to be carried out including any terms of reference for the Chief Executive and/or the Management Team (subject to the express provisions of this Agreement and the Articles). 9.3 The Board may appoint and remove the Management Team from time to time subject always to the Governing Body being entitled (by Qualified Majority) to require the appointment of an individual or group of individuals as the Management Team and/or the removal or replacement of any member of the Management Team from office from time to time. 9.4 The Governing Body shall appoint and remove the Chief Executive from time to time by Qualified Majority. 9.5 The Chief Executive and the Management Team will and the Members and the Company shall procure (so far as they are able) that the Chief Executive and the Management Team will: 9.5.1 perform such duties as may be delegated to them by the Board; 9.5.2 report to the Board on a monthly basis in accordance with clause 9.5.3 comply with all decisions and directions of the Board; 9.5.4 comply with the Memorandum of Association, the Articles, this Agreement and the Financial Regulations and Procurement Standing Orders (to be adopted by the Company pursuant to clause 7 of this Agreement); and 9.5.5 use all reasonable endeavours to procure that the Company complies with the timescales in respect of the activities set out in clause 6. 9.6 The Members Shareholders shall exercise all voting rights and the other powers of control available to them in relation to the Company so as to procure (insofar as they are able to do so far as each Member is legally ableby the exercise of those rights and powers) that: 9.6.1 the Company shall transact all its business on arm’s length terms (including, for the avoidance of doubt, any business it transacts with the Members or any of them); 9.6.2 the Company shall that at all times comply with during the Business Plans and carry out its duties with due regard to the need for those in a public service environment to observe the highest standards of efficiency, economy, probity, courtesy, consideration and corporate governance; 9.6.3 the Company carries out and conducts its business and affairs in a proper and efficient manner in accordance with its objects and the provisions term of this clause 9;agreement: 9.6.4 all business of the Company other than routine day to day business shall be undertaken and transacted by the Directors of the Company, (save where the Directors have delegated management responsibilities to the Chief Executive and/or the Management Team in accordance with clause 9.2); 9.6.5 the Company shall not enter into any agreement or arrangement restricting its competitive freedom to provide and take goods and services by such means and from and to such persons as it may think fit; 9.6.6 the Company shall 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; 9.6.7 the Company shall purchase and maintain for any Director (including an alternate), officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Companies Act 1985 and sections 232-237 of the Companies Act 2006, subject to the provisions of the Companies Act 1985 and the Companies Act 2006, against any other liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director (including an alternate), officer or auditor; 9.6.8 5.1.1 the business of the Company consists exclusively of the Business; 9.6.9 5.1.2 the Company Shareholders shall not acquire, dispose, hire, lease, license or take licences of any assets, goods, rights or services otherwise than each be entitled (at their own cost and effort) to examine the best value reasonably obtainable in the circumstances; 9.6.10 the Company shall keep proper books of account and therein make true and complete entries of all its dealings and transactions and in relation to its business and financial affairs; 9.6.11 the Company shall provide each Member with unaudited management accounts and cash flow forecast for the subsequent 3 month period in a form acceptable to the Members by 2 days prior to each board meeting of the Company and in any event no less than once every 3 months; 9.6.12 the Company shall prepare its accounts in accordance with the Companies Act 1985 and the Companies Act 2006 and in accordance with historical cost convention and with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 9.6.13 the Company shall prepare such accounts in respect of each accounting reference period as are required by statute and procure that such accounts are audited as soon as practicable and in any event not later than 3 months after the end of the relevant accounting reference period; 9.6.14 the Members, their duly authorised employees and/or any duly authorised employee of a Governmental body shall each be entitled to examine the separate books and accounts to be kept by the Company and be supplied with all relevant information, including monthly management accounts (as referred to in clause 9.6.11) and operating statistics and such other trading and financial information in such form as they may reasonably require require, to keep each of them properly informed about the Business and the affairs of the Company; 9.6.15 each Member shall prioritise any actions falling to such Member in connection with the activities business of the Company such that it shall use its reasonable endeavours and generally to ensure that protect their interests; 5.1.3 the timetables agreed by the parties in relation to the implementation auditors of the Objectives Company shall be achievedMilton's auditors or such other firm as the Board may determine; 9.6.16 5.1.4 the bankers of the Company fully complies with any obligations which it shall be Bank of Scotland plc or such other bankers as the Board may from time to time have under or pursuant to this Agreement and/or pursuant to Applicable Law. For the avoidance of doubt, the Members acknowledge that each Member will be responsible for ensuring its own compliance with all Applicable Law to which such Member may from time to time be subjectdetermine; 9.6.17 5.1.5 the registered office of the Company opens a current account shall be located at Milton's head office or at such other place as Xxxxxx may require; 5.1.6 the Company shall comply with the Bank provisions of its memorandum of association and that such account shall not be used for any purpose other than for a purpose directly related to the Business and all money transactions relating to the Business shall be recorded and conducted by means Articles of credits to or withdrawals from such accountAssociation; 9.6.18 if 5.1.7 the Company requires any approval, consent or licence for or in connection with memorandum of association and the carrying on the Business, Articles of Association of the Company will use not be altered and no further articles or resolution inconsistent with them will be adopted or passed, unless the terms of the further articles or resolution have been previously approved in writing by the Shareholders; 5.1.8 all reasonable endeavours to obtain and maintain the same in full force and effect and without prejudice to their statutory obligations as a local planning authority or local licensing authority the Members shall provide such assistance as cheques drawn by the Company may reasonably require to facilitate the Company obtaining in excess of: (a) (Pound)500 but less than (pound)2,500 shall be signed by one person nominated by Xxxxxx and maintaining the requisite approval, consent or licenceCC; 9.6.19 (b) (Pound)2,500 shall be signed by Xxx Xxxxxx; 5.1.9 board meetings shall be convened at regular intervals not exceeding three months, by not less than forty-eight hours' notice in writing accompanied by an agenda specifying the Company conducts the Business in accordance with the Key Documentsbusiness to be transacted; and 9.6.20 5.1.10 the activities Board will determine the general policy of the Company are at all times consistent with (subject to the functions which may be performed by the Members in their respective capacities as public sector bodies and that such activities are performed on the same basis on which those functions would be performed by the Members. 9.7 The Board may establish a HR Committee and a Remuneration Committee which shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. The Board, in accordance with best practice, may establish such other committees it shall deem necessary from time to time, consisting of such individuals as it deems appropriate provided always that such committees shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. Save where the Governing Body otherwise agrees and/or where the express provisions of this Agreement and/or agreement), including the Articles otherwise requirescope of its activities and operations, decisions of any Committee shall require a majority vote. 9.8 Each Director shall be entitled whilst he or she holds that office to make full disclosure to the Member appointing him or her of any information relating to the Company which may come into his or her possession as a Director, but each Member shall only use such information in connection with its interest in the Company and the Business and shall not (unless it is under a legal Board will reserve to itself all matters involving major or regulatory obligation to do so and then only to the extent so required) use that information in any way which is or may be detrimental to the Company or the other Membersunusual decisions. 9.9 The Members agree that nothing in the Objectives and Business Plans will permit the Company to do anything that the Members do not have the legal powers to do.

CONDUCT OF THE COMPANY’S AFFAIRS. 9.1 Each Member 6.1 The A1 Shareholder and the A2 Shareholder shall exercise their powers in relation to the Group so as to: (insofar as it is within its power to do soa) covenants jointly make decisions on behalf of the other Shareholders in accordance with the other Members provisions of this agreement and the New Articles; and (b) ensure that so long as this Agreement remains in full force and effect it will 9.1.1 comply with no Group Company will carry out or permit to occur any act outside the ordinary course of business of such Group Company (and procure compliance by any Director appointed by such Member) with this Agreementincluding, but not limited to, the Memorandum Restricted Acts) without the prior written consent of Associationeach of the A1 Shareholder and the A2 Shareholder, provided that a Shareholder Director shall be authorised to communicate in writing the consent of his appointing Shareholder to such act. 6.2 Except as otherwise expressly stated in this agreement, the Articles, A1 Shareholder and the Financial Regulations and Procurement Standing Orders (A2 Shareholder shall exercise their powers in relation to be adopted by the Company pursuant to clause 7 of this Agreement); 9.1.2 be just, true and transparent to the other Members and the Company and act in good faith; 9.1.3 promptly notify the other Members of any matters of which it becomes aware which may affect the Company, the Business or the Objectives; 9.1.4 generally do all things reasonably necessary to give effect to the terms of the Key Documents; 9.1.5 take all steps available to it so as to ensure that any meeting that: (a) at suitable intervals, meetings of the Board or any committee are held that are convened in the United Kingdom on at least 48 hours' notice in writing accompanied by an agenda specifying the business to be transacted; (including for the avoidance of doubt the Committeesb) of the no Board or any general meeting has the necessary quorum throughout; and 9.1.6 give notice from time to time to the Secretary of the identity resolution is passed without at least one A1 Director and one A2 Director voting in favour of such Member’s duly authorised representative(s) for the purposes of meetings of the Governing Body. Each Member shall also procure that resolution at a duly authorised representative of such Member is present at each convened meeting of the Governing Body and that such duly authorised representative has the requisite authority to attend, vote and speak at such meeting of the Governing Body on all matters before such meeting of the Governing Body. For the avoidance of doubt, although each Member will be entitled to have more than one duly authorised representative from time to time, only one authorised representative will be entitled to attend any meeting of the Governing Body on behalf of such Member. 9.2 The management of the Company shall be vested in the Board provided that the day to day management of the Company, within the terms of the Business Plans (subject to clause 15), will be the responsibility of the Chief Executive subject always to the responsibilities of the Committees and the Management Team. Without prejudice to the generality of the foregoing, the Board will determine the general policy of the Company and the manner in which that is to be carried out including any terms of reference for the Chief Executive and/or the Management Team (subject to the express provisions of this Agreement and the Articles). 9.3 The Board may appoint and remove the Management Team from time to time subject always to the Governing Body being entitled (by Qualified Majority) to require the appointment of an individual or group of individuals as the Management Team and/or the removal or replacement of any member of the Management Team from office from time to time. 9.4 The Governing Body shall appoint and remove the Chief Executive from time to time by Qualified Majority. 9.5 The Chief Executive and the Management Team will and the Members and the Company shall procure (so far as they are able) that the Chief Executive and the Management Team will: 9.5.1 perform such duties as may be delegated to them by the Board; 9.5.2 report to the Board on a monthly basis in accordance with clause 9.5.3 comply with all decisions and directions of the Board; 9.5.4 comply with the Memorandum of Association, the Articles, this Agreement and the Financial Regulations and Procurement Standing Orders (to be adopted by c) the Company pursuant to clause 7 of this Agreement); and 9.5.5 use all reasonable endeavours to procure that the Company complies with the timescales in respect of the activities set out in clause 6. 9.6 The Members shall exercise all voting rights and the powers of control available to them so as to procure (so far as each Member is legally able) that: 9.6.1 the Company shall transact all its business on arm’s length terms (including, for the avoidance of doubt, any business it transacts with the Members or any of them); 9.6.2 the Company shall at all times comply with the Business Plans and carry out its duties with due regard to the need for those in a public service environment to observe the highest standards of efficiency, economy, probity, courtesy, consideration and corporate governance; 9.6.3 the Company carries out and conducts its business and affairs in a proper and efficient manner in accordance with its objects and the provisions of this clause 9; 9.6.4 all business of the Company other than routine day to day business shall be undertaken and transacted by the Directors of the Company, (save where the Directors have delegated management responsibilities to the Chief Executive and/or the Management Team in accordance with clause 9.2); 9.6.5 the Company shall not enter into any agreement or arrangement restricting its competitive freedom to provide and take goods and services by such means and from and to such persons as it may think fit; 9.6.6 the Company shall 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; 9.6.7 the Company shall purchase and maintain for any Director (including an alternate), officer or auditor of the Company insurance against any such liability as is referred to in section 310(1) of the Companies Act 1985 and sections 232-237 of the Companies Act 2006, subject to the provisions of the Companies Act 1985 and the Companies Act 2006, against any other liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director (including an alternate), officer or auditor; 9.6.8 the business of the Company consists exclusively of the Business; 9.6.9 the Company shall not acquire, dispose, hire, lease, license or take licences of any assets, goods, rights or services otherwise than at the best value reasonably obtainable in the circumstances; 9.6.10 the Company shall keep proper keeps books of account and therein make true makes accurate and complete entries of all its dealings and transactions and in relation permits each member of the Board to its business and financial affairsinspect those accounting records at all reasonable times; 9.6.11 (d) the Company shall provide each Member with unaudited management accounts and cash flow forecast for the subsequent 3 month period in a form acceptable to the Members by 2 days prior to each board meeting of the Company and in any event no less than once every 3 months; 9.6.12 the Company shall prepare its accounts in accordance with the Companies Act 1985 and the Companies Act 2006 and in accordance with historical cost convention and with all applicable accounting standards and principles and practices generally acceptable in the United Kingdom; 9.6.13 the Company shall prepare such prepares accounts in respect of each accounting reference period as are required by statute law as soon as practicable after the end of the relevant accounting period, sends copies of them to the A1 Shareholder and procure the A2 Shareholder within one week after their preparation and procures that such accounts are audited as soon as practicable and in any event not later than 3 six months after the end of the relevant accounting reference period; 9.6.14 (e) the MembersCompany provides to each Shareholder the information which it reasonably requires for the purposes of preparing its annual accounts; and (f) the Target provides to the Company, their duly authorised employees and/or as soon as reasonably practicable following the Effective Date, a copy of its business plan and budget for the current financial year. 6.3 Each of the A1 Shareholder and the A2 Shareholder shall respectively indemnify the Company against any duly authorised employee of a Governmental body shall each be entitled to examine the separate books and accounts to be kept Claim made against or Loss suffered by the Company and be supplied with all relevant information, including management accounts (as referred to in clause 9.6.11) and operating statistics and such other trading and financial information in such form as they may reasonably require to keep each of them properly informed about the Business and the affairs a result of the Company; 9.6.15 each Member shall prioritise any actions falling exercise by that Shareholder of its right to such Member in connection with the activities of the Company such that it shall use its reasonable endeavours to ensure that the timetables agreed by the parties in relation to the implementation of the Objectives shall be achieved; 9.6.16 the Company fully complies with any obligations which it may from time to time have under appoint or pursuant to this Agreement and/or pursuant to Applicable Law. For the avoidance of doubt, the Members acknowledge that each Member will be responsible for ensuring its own compliance with all Applicable Law to which such Member may from time to time be subject; 9.6.17 the Company opens remove a current account with the Bank and that such account shall not be used for any purpose other than for a purpose directly related to the Business and all money transactions relating to the Business shall be recorded and conducted by means of credits to or withdrawals from such account; 9.6.18 if the Company requires any approval, consent or licence for or in connection with the carrying on the Business, the Company will use all reasonable endeavours to obtain and maintain the same in full force and effect and without prejudice to their statutory obligations as a local planning authority or local licensing authority the Members shall provide such assistance as the Company may reasonably require to facilitate the Company obtaining and maintaining the requisite approval, consent or licence; 9.6.19 the Company conducts the Business in accordance with the Key Documents; and 9.6.20 the activities of the Company are at all times consistent with the functions which may be performed by the Members in their respective capacities as public sector bodies and that such activities are performed on the same basis on which those functions would be performed by the MembersShareholder Director. 9.7 The Board may establish a HR Committee and a Remuneration Committee which shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. The Board, in accordance with best practice, may establish such other committees it shall deem necessary from time to time, consisting of such individuals as it deems appropriate provided always that such committees shall (unless the Governing Body determines otherwise) consist of at least 4 individuals, including at least three Public Sector Directors, in accordance with such terms of reference as the Governing Body shall determine from time to time. Save where the Governing Body otherwise agrees and/or where the provisions of this Agreement and/or the Articles otherwise require, decisions of any Committee shall require a majority vote. 9.8 Each Director shall be entitled whilst he or she holds that office to make full disclosure to the Member appointing him or her of any information relating to the Company which may come into his or her possession as a Director, but each Member shall only use such information in connection with its interest in the Company and the Business and shall not (unless it is under a legal or regulatory obligation to do so and then only to the extent so required) use that information in any way which is or may be detrimental to the Company or the other Members. 9.9 The Members agree that nothing in the Objectives and Business Plans will permit the Company to do anything that the Members do not have the legal powers to do.