Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 3.1 The Directors of the Company are appointed and dismissed by the Council. 3.2 The Board has responsibility for the supervision and management of the Company and its business. The Board shall ensure that the Company shall not transact any of the business described in the Shareholder Reserved Matters without first referring the matter to the Council for decision. 3.3 Where the Directors are employees or officers of the Council they shall not be entitled to any remuneration from the Company in their capacity as Directors and their expenses shall be reimbursed by the Council (and recharged to the Company by the Council). Where the Directors are elected members of the Council then they shall only be entitled to remuneration and expenses in accordance with the Local Authorities (Companies) Order 1995. 3.4 Any Secretary appointed in accordance with Article 37 who is an employee or officer of the Council shall not be entitled to any remuneration from the Company in their capacity as Secretary and their expenses shall be reimbursed by the Company. 3.5 The Company shall procure that Board meeting occur at least quarterly.

DIRECTORS AND MANAGEMENT. 3.1 The Directors of the Company are appointed and dismissed by the Council. 3.2 The Board has responsibility for the supervision and management of the Company and its business. The Board shall ensure that the Company shall not transact any of the business described in the Shareholder Reserved Matters without first referring the matter to the Council for decision. 3.3 Where the Directors are employees or officers of the Council they shall not be entitled to any remuneration from the Company in their capacity as Directors and their expenses shall be reimbursed by the Council (and recharged re-charged to the Company by the Council). Where the Directors are elected members of the Council then they shall only be entitled to remuneration and expenses in accordance with the Local Authorities (Companies) Order 1995. 3.4 Any Secretary appointed in accordance with Article 37 21 who is an employee or officer of the Council shall not be entitled to any remuneration from the Company in their capacity as Secretary and their expenses shall be reimbursed by the Company. 3.5 The Company shall procure that Board meeting meetings occur at least quarterly. 3.6 For the purposes of the Articles this Agreement is an operational agreement (as that term is defined in the Articles) and replaces any previous operational agreement in force before the date of this Agreement.

DIRECTORS AND MANAGEMENT. 3.1 The Directors of the Company are appointed and dismissed by the Council. 3.2 The Board has responsibility for the supervision and management of the Company and its businessbusiness subject to the Council having a decisive influence over both the strategic objectives and significant decisions of the Company through the terms of the Articles and this Agreement. The Board shall ensure that the Company shall not transact any of the business described in the Shareholder Reserved Matters without first referring the matter to the Council for decision. 3.3 Where the Directors are employees or officers of the Council they shall not be entitled to any remuneration from the Company in their capacity as Directors and their expenses shall be reimbursed by the Council (and recharged to the Company by the Council). Where the Directors are elected members of the Council then they shall only be entitled to remuneration and expenses in accordance with the Local Authorities (Companies) Order 1995. 3.4 Any Secretary appointed in accordance with Article 37 by the Company who is an employee or officer of the Council shall not be entitled to any remuneration from the Company in their capacity as Secretary and their expenses shall be reimbursed by the Company. 3.5 The Company shall procure that Board meeting meetings occur at least quarterly.