Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 4.1 The Board has responsibility for the supervision and management of the Company and its Business, subject to Clause 3. 4.2 The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of the Board shall not have a casting vote. The remuneration package of the directors and supervisors (if any) of the Company and each of its Subsidiaries shall be proposed by Xx. Xxxxx and approved by BVI-1, BVI-2, and AB7 in writing pursuant to Clause 3.1. 4.4 AB7 shall have the right to appoint two (2) representatives to attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7. 4.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the Company and the Board. The appointment or removal takes effect on the date on which the notice is received by the Company or, if a later date is given in the notice, on that date. No party shall be entitled to remove a director appointed by the other party. 4.6 The parties intend there to be a meeting of directors at least once a quarter to be held. Any and all expenses (including travel and accommodation) required for a director to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) an agenda specifying in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 4.8 A director may call a meeting of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided under Clause 4.7 and Clause 4.8 shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given if at least one (1) AB7 Director and one (1) BVI-1 Director agree in writing. 4.11 The party removing a director appointed by it shall indemnify and keep indemnified the Company against any claim connected with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 4.13 In the event that at least one (1) AB7 Director is on the Board, the quorum at any meeting of directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meeting. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) vote of AB Director.

DIRECTORS AND MANAGEMENT. 4.1 5.1 The Board has responsibility for the supervision and management of the Company [LAPC] and its Business, subject to Clause 3clause 4. 4.2 The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant 5.2 Without prejudice to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding generality of the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint Directors will determine the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of the Board shall not have a casting vote. The remuneration package of the directors and supervisors (if any) general policies of the Company and each of its Subsidiaries shall the manner in which the Business is to be proposed by Xx. Xxxxx and approved by BVI-1carried out, BVI-2subject to the Business Plan, and AB7 in writing to the Reserved Matters (requiring Council consent pursuant to Clause 3.1clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to [LAPC] so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term 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 the Business Plan and with good business practices; and (b) transact all its business on arm's length terms. 4.4 AB7 shall have 5.3 Subject to clause 5.5, the right to appoint two (2) representatives to attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7. 4.5 A party Council may appoint a director, Director and remove a director whom it appointedDirector, by giving notice in writing to [LAPC], and to the Company and Director being removed, in the Boardcase of removal of a Director. The Such appointment or removal takes shall take effect on the date on which the notice is received by given. 5.4 In the Company or, if a later date event that the number of directors is given in reduced to one (1) and such director is not the notice, on that date. No party Executive Director the Council shall be entitled to remove a director appointed appoint an Executive Director to be the managing director 5.5 The parties shall agree on the appointment the Independent Director. 5.6 The Council shall indemnify and keep indemnified [LAPC] against any claim connected with the removal by the other partyCouncil of any Director from office. 4.6 5.7 Unless the Council shall determine otherwise, there shall be a minimum number of three (3) Directors on the Board made up of two (2) Council Directors and an Executive Director. 5.8 The post of Chairman shall be held by a Council Director. The Chairman shall have a casting vote. If the Chairman for the time being is unable to attend or to vote on any matter at any meeting of the Board, the Chairman shall be entitled to appoint another Council Director to act as Chairman at the meeting or in relation to that matter and such person shall have the casting vote. 5.9 Unless agreed otherwise, the parties intend there to be a meeting of directors Directors at least once four (4) times each year, with a quarter period of not more than twelve (12) weeks between any two meetings. 5.10 The parties shall use their respective reasonable endeavours to be held. Any and all expenses (including travel and accommodation) required for a director to attend ensure that any meeting of the Board and any (or meeting of any a committee of the directors Board) has the requisite quorum. 5.11 [LAPC] shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) an agenda specifying reimburse any Independent Director his or her reasonable expenses arising in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 4.8 A director may call a meeting of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided under Clause 4.7 and Clause 4.8 shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given if at least one (1) AB7 Director and one (1) BVI-1 Director agree in writing. 4.11 The party removing a director appointed by it shall indemnify and keep indemnified the Company against any claim connected connection with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 4.13 In the event that at least one (1) AB7 Director is on the Board, the quorum at any meeting of directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meeting. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) vote of AB his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 4.1 6.1. The Business and affairs of the JVC shall (subject to the Reserved Matters referred to in Article 7) be managed by the Board of the JVC. The Board has responsibility for the supervision and management shall consist of the Company and its Business, subject to Clause 3.five (5) persons of which: 4.2 The term of directors of the Company 6.1.1. FREQUENCY shall be entitled to appoint and maintain in office two (2) directors (“FREQUENCY Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed); and 6.1.2. YOD shall be entitled to appoint and maintain in office three (3) yearsdirectors (“YOD Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed). 6.1.3. There Should the JVC be domiciled in Singapore, YOD will appoint the required Singaporean Director. 6.2. Each appointment and removal by FREQUENCY or YOD of a director pursuant to its entitlement shall be seven (7) directors on notified in writing to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC to ensure that persons appointed in the manner set out in this Agreement constitute the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors JVC. 6.3. At least 14 days written notice shall be AB7 Director. After the completion given to each member of the subscription for new shares in the Company by AB7 pursuant to the Investment Agreement, and in case there are seven (7) or more non-independent directors on Board of any meeting of the Board, AB7 shall have provided always that a shorter period of notice may be given with the right to appoint up to two (2) AB7 Directors in total. Notwithstanding the foregoing, written approval of at its discretion AB7 may decide to appoint only least one (1) AB7 Director or not to appoint any person as FREQUENCY director of the Company, and under such circumstances BVI-1 shall appoint the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of the Board shall not have a casting vote. The remuneration package of the directors and supervisors (if any) of the Company and each of its Subsidiaries shall be proposed by Xx. Xxxxx and approved by BVI-1, BVI-2, and AB7 in writing pursuant to Clause 3.1. 4.4 AB7 shall have the right to appoint two (2) representatives to attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a least one (1) YOD director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7. 4.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the Company and the Board. The appointment or removal takes effect on the date on which the notice is received by the Company or, if a later date is given in the notice, on that date. No party shall be entitled to remove a director appointed by the other party. 4.6 The parties intend there to be a meeting of directors at least once a quarter to be held. Any and all expenses (including travel and accommodation) required for a director to attend any meeting of the Board and any meeting of any committee of the directors such notice shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) include an agenda specifying identifying in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or the committee meetingin person) and, unless otherwise agreed, not less than quarterly. 4.8 A director may call a meeting 6.4. The quorum for the transaction of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that Business at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided under Clause 4.7 and Clause 4.8 Board shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given if at least one (1) AB7 Director FREQUENCY director and one at least two (12) BVI-1 Director agree in writingYOD director present at the time when the relevant Business is transacted. 4.11 6.5. The party removing a director Chairman shall be appointed by it shall indemnify and keep indemnified from among the Company against YOD directors. At any claim connected with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the Board, each director and the Chairman shall be entitled to one vote. Any decision of the Board in favor of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority of the directors present at the meeting agree such meeting. Any Board Resolution regarding a Reserved Matter, as defined in writing. 4.13 In the event that Section 7 (“Reserved Matter Resolution”), shall require at least one (1) AB7 Director is on the Board, the quorum at any meeting of directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) FREQUENCY director and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meeting. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) vote of AB DirectorYOD director to be valid.

DIRECTORS AND MANAGEMENT. 4.1 5.1 The Board has responsibility for the supervision and management of the Company [LAPC] and its Business, subject to Clause 3clause 4. 4.2 The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant 5.2 Without prejudice to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding generality of the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint Directors will determine the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of the Board shall not have a casting vote. The remuneration package of the directors and supervisors (if any) general policies of the Company and each of its Subsidiaries shall the manner in which the Business is to be proposed by Xx. Xxxxx and approved by BVI-1carried out, BVI-2subject to the Business Plan, and AB7 in writing to the Reserved Matters (requiring Council consent pursuant to Clause 3.1clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to [LAPC] so as to procure (in so far as they are able in the exercise of such rights and power) that, at all times during the term 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 the Business Plan and with good business practices; and (b) transact all its business on arm's length terms. 4.4 AB7 shall have 5.3 Subject to clause 5.55.4, the right to appoint two (2) representatives to attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7. 4.5 A party Council may appoint a director, Director and remove a director whom it appointedDirector, by giving notice in writing to [LAPC], and to the Company and Director being removed, in the Boardcase of removal of a Director. The Such appointment or removal takes shall take effect on the date on which the notice is received by given. 5.4 In the Company or, if a later date event that the number of directors is given in reduced to one (1) and such director is not the notice, on that date. No party Executive Director the Council shall be entitled to remove a director appointed appoint an Executive Director to be the managing director 5.5 The parties shall agree on the appointment the Independent Director. 5.6 The Council shall indemnify and keep indemnified [LAPC] against any claim connected with the removal by the other partyCouncil of any Director from office. 4.6 5.7 Unless the Council shall determine otherwise, there shall be a minimum number of three (3) Directors on the Board made up of two (2) Council Directors and an Executive Director. 5.8 The post of Chairman shall be held by a Council Director. The Chairman shall have a casting vote. If the Chairman for the time being is unable to attend or to vote on any matter at any meeting of the Board, the Chairman shall be entitled to appoint another Council Director to act as Chairman at the meeting or in relation to that matter and such person shall have the casting vote. 5.9 Unless agreed otherwise, the parties intend there to be a meeting of directors Directors at least once four (4) times each year, with a quarter period of not more than twelve (12) weeks between any two meetings. 5.10 The parties shall use their respective reasonable endeavours to be held. Any and all expenses (including travel and accommodation) required for a director to attend ensure that any meeting of the Board and any (or meeting of any a committee of the directors Board) has the requisite quorum. 5.11 [LAPC] shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) an agenda specifying reimburse any Independent Director his or her reasonable expenses arising in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 4.8 A director may call a meeting of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided under Clause 4.7 and Clause 4.8 shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given if at least one (1) AB7 Director and one (1) BVI-1 Director agree in writing. 4.11 The party removing a director appointed by it shall indemnify and keep indemnified the Company against any claim connected connection with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 4.13 In the event that at least one (1) AB7 Director is on the Board, the quorum at any meeting of directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meeting. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) vote of AB his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 4.1 The Directors of the Company are appointed and dismissed by the Council as Shareholder pursuant to the Articles. Without limiting the ability of the Shareholder to remove any director at its discretion, the Shareholder may remove any director on the recommendation of the Chair and the Council’s managing director, to ensure that the skills and diversity of the Board remains fit for purpose, following a Board performance review process. 4.2 The Board has responsibility for the supervision and management of the Company and its Business, subject to Clause 3. 4.2 business. The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of ensure that the Board shall not have a casting vote. The remuneration package transact any of the directors and supervisors business described in Schedule 1 (if anyReserved Matters) without first referring the matter to a decision of the Council as Shareholder in the Company and each shall in turn refer any of its Subsidiaries shall be proposed by Xx. Xxxxx and approved by BVI-1, BVI-2, and AB7 the same matters to a decision of the Council as Shareholder in writing pursuant to Clause 3.1the event that any member of the Group is contemplating any of the business described in that same Schedule. 4.4 AB7 shall have the right to appoint two (2) representatives to attend as observers at each and any meeting 4.3 Where a Director is an officer of the Board and at each and any meeting of any committee of the directors. The observer shall be entitled to receive notice of, and attend and speak at, all meetings of directors and meetings of any committee of the directors and to receive copies of all board papers as if a director, but Council they shall not be entitled to vote on any resolutions proposed. Notwithstanding remuneration from the forgoingCompany in their capacity as a Director and their expenses shall be met by the Council and not the Company. 4.4 Where a Director is an elected member (to include any directly elected mayor) of the Council or any other local authority that is a Shareholder then such a Director may only be paid fees and/or expenses determined by the Council, each director as Shareholder, from time to time provided that such fees and/or expenses are not in excess of the maximum amount permitted by Regulation 5 of the Local Authorities (Companies) Order 1995. 4.5 Any Non-Executive Director shall be paid in accordance with the Articles. 4.6 Where the Board proposes to appoint or dismiss a Company Secretary in accordance with Article 37 of the Articles of Association, then the Board shall first seek the written approval of the Council. 4.7 Any Company Secretary who is an employee of the Council shall not be entitled to any remuneration from the Company in their capacity as Company Secretary and their expenses shall be met by the Council and not the Company. 4.8 In accordance with Article 18 of the Articles, the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of ensure that the Board and any meeting permits the Shareholder Representative to observe the meetings of any committee of the directors shall be borne by AB7. 4.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the Company and the Board. The appointment or removal takes effect on the date on which the notice is received by the Company or, if a later date is given in the notice, on that date. No party shall be entitled to remove a director appointed by the other party. 4.6 The parties intend there to be a meeting of directors at least once a quarter to be held. Any and all expenses (including travel and accommodation) required for a director to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) an agenda specifying in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 4.8 A director may call a meeting of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided under Clause 4.7 and Clause 4.8 shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given if at least one (1) AB7 Director and one (1) BVI-1 Director agree in writing. 4.11 The party removing a director appointed by it shall indemnify and keep indemnified the Company against any claim connected with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 4.13 In the event that at least one (1) AB7 Director is on the Board, the quorum at any meeting of directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the given prior notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director meetings of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meetingBoard. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) vote of AB Director.