Common use of DIRECTORS AND MEETINGS Clause in Contracts

DIRECTORS AND MEETINGS. 10.1 The appointment, removal, dismissal and conduct of the Directors shall be regulated in accordance with this Agreement and the Articles. 10.2 Subject to the Articles, the Council shall be entitled from time to time to appoint all the Directors by notice in writing to the Company and also to remove any such Director appointed by it. 10.3 In accordance with the Articles, an External Director shall be appointed by the Council for a term of three years and at the end of the three year term the External Director shall be deemed to have retired as a Director unless the Council reappoints them for a further three year term. 10.4 An External Director shall not serve more than nine years as a Director. 10.5 The Council agrees that any person appointed to the Board in accordance with the Articles as a Director must have sufficient knowledge, understanding and experience to contribute appropriately in connection with the matters with which the Board will deal. The Directors may appoint a Director to Chair their meetings, in accordance with paragraph 13 of the Articles. 10.6 Board Meetings shall be held at regular intervals as the Board shall determine from time to time provided that a Board Meeting is held at least once in every 3 month period. 10.7 Non-voting observers or attendees as The Trading Board shall agree (with Board Approval from time to time) shall be entitled to attend meetings of the Board in a non-voting observer role (“Observers”). For the avoidance of doubt, Observers shall not be Directors of the Company. 10.8 Each Director will be entitled whilst he or she holds that office to make full disclosure to the Council of any information relating to the Company which may come into his or her possession as a Director and which the Council may reasonably require including (for the avoidance of doubt) Confidential Information but each Council 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. 10.9 The Company shall have an Annual General Meeting at which it shall report those matters that The Trading Board require to be reported on annually and it shall invite all Councillors of the Council to attend the Annual Meeting which will be held at the end of a Full Council Meeting with Members being asked to endorse such report

DIRECTORS AND MEETINGS. 10.1 The appointment, removal, dismissal removal and conduct of the Directors shall be regulated in accordance with this Agreement and the Articles. 10.2 Subject The Company shall have a minimum of one Director and a maximum as agreed by the Council from time to the Articles, the time of which a minimum of one and a maximum of three shall be Council Directors. 10.3 The Council shall be entitled from time to time to appoint all the Directors by notice in writing to the Company and also to remove any such Director appointed by it. 10.3 In accordance with the Articles, an 10.4 An External Director shall may be appointed by the Council for a term of three years and at the end of the three year term the External Director shall be deemed to have retired as a Director unless the Council reappoints them for a further three year term. 10.4 10.5 An External Director shall not serve more than nine years as a Director. The Council may remove or replace an External Director at any time by notice in writing to the Company. 10.5 10.6 The Council shall appoint a person to act as company secretary and may remove such person, from time to time, by notice in writing to the Company. 10.7 The quorum for meetings of the Board shall be three Directors. 10.8 The Council agrees that any person appointed to the Board in accordance with the Articles as a Director must have sufficient knowledge, understanding and experience to contribute appropriately in connection with the matters with which the Board will deal. The Directors may appoint a Director to Chair their meetings, in accordance with paragraph 13 of the Articles. The Chair shall have a casting vote. 10.6 10.9 Board Meetings shall be held at regular intervals as the Board shall determine from time to time provided that a Board Meeting meeting is held at least once in every 3 month period. 10.7 10.10 Non-voting observers or attendees as The Trading the Guarantor Board shall agree (with Board Approval from time to time) shall be entitled to attend meetings of the Board in a non-voting observer role (“Observers”). For the avoidance of doubt, Observers shall not be Directors of the Company. 10.8 10.11 Each Director will be entitled whilst he or she holds that office to make full disclosure to the Council of any information relating to the Company which may come into his or her possession as a Director and which the Council may reasonably require including (for the avoidance of doubt) Confidential Information but each Council Director 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. 10.9 10.12 The Company shall have an Annual General Meeting at which it shall report those matters that The Trading the Guarantor Board require to be reported on annually and it shall invite all Councillors of the Council to attend the Annual Meeting which will be held at the end of a Full full Council Meeting meeting with Members elected members being asked to endorse such report.

DIRECTORS AND MEETINGS. 10.1 The appointment, removal, dismissal Shareholders shall procure that the Directors and conduct meetings of the Directors shall act or be regulated held in accordance with the manner specified in this Agreement Clause. 8.1 All Directors shall nominate a Director to act as chairman of the Board (a Chairman) in the first meeting of the Board and the Articles. 10.2 Subject role of Chairman shall rotate among the Directors at each subsequent Board meeting. The Secretary shall keep minutes of the proceedings at all Board meetings. The Chairman shall not have a second or a casting vote. If the Chairman for the time being is unable to attend any meeting of the ArticlesBoard, the Council Directors shall be entitled from time to time to appoint all another Director as chairman of that meeting. 8.2 The quorum necessary for any meeting of the Board shall require the presence of at least one Director nominated by each of the Shareholders present in person or represented by such Directors’ proxies or alternates. The Shareholders shall use their respective reasonable endeavours to ensure that any meeting of the Board has the requisite quorum. 8.3 Except as otherwise provided in Clause 8.5, matters of business arising at any meeting of the Board at which a quorum is present shall be decided by the affirmative vote of a simple majority of the Directors present and voting in person or by notice in writing to the Company and also to remove any proxy at such Director appointed by itmeeting. 10.3 In accordance with the Articles, an External 8.4 Each Director shall be appointed nominated by the Council for a term of three years and at the end of the three year term the External Director Shareholders shall be deemed to have retired as a Director unless the Council reappoints them for a further three year term. 10.4 An External Director shall not serve more than nine years as a Director. 10.5 The Council agrees that any person appointed one vote on all matters presented to the Board for a vote. 8.5 The following matters shall require the affirmative vote of all of the Directors (the Board’s Reserved Matter(s)): (a) approval of annual budget (including but not limited to the annual working capital, cash flow requirements and technical operating expenditure of the Company) and financial statements; (b) entering into, modification (excluding minor and logical amendments agreed by the Board), termination, assignment, novation or transfer of any Material Agreement; (c) appointment and dismissal of the Secretary; (d) appointment and dismissal of the Tax Advisor; (e) incurrence of any expenditure not approved in accordance the annual budget which individually exceeds three hundred thousand United States Dollars (US$300,000); (f) committing the Vessels to any charter or other contract of employment other than the Time Charterparties; (g) capitalization of the Company; (h) changing of accounting rule, methods or policies or financial year of the Company; (i) incurrence of any indebtedness which may individually or in aggregate in any 12-months’ period exceed five hundred thousand United States Dollars (US$500,000) or its equivalent in any other currency, other than in the ordinary course of Business of the Company; (j) settlement of any material disputes or waiver of any material rights or benefits which individually or in aggregate in any 12 months’ period exceeds five hundred thousand United States Dollars (US$500,000); (k) any repair or alteration that may result in a material or structural change to the Vessels or materially affect the safety, performance or structural integrity thereof; (l) accept (in particular, accept with deficiencies) or reject delivery of the Articles as a Director must have sufficient knowledge, understanding and experience to contribute appropriately in connection with Vessels under the matters with which Shipbuilding Contracts; (m) any operation or activities that will substantially impact on the cash position or working capital of the Company. 8.6 Except for the meeting of the Board will deal. The Directors may appoint a Director to Chair their meetings, in accordance with paragraph 13 which shall be held on or before Subscription for approval of the Articles. 10.6 resolutions in respect of matters set out in Clause 3.2 above, meetings of the Board Meetings shall be held at regular intervals such times and at such places as the Board shall determine from time to time determine, provided that a the meeting of the Board Meeting is shall be held at least once in every 3 month period. 10.7 Non-voting observers a year, subject to the applicable laws of the Company. Any Director may at any time summon a meeting of the Board by way of written notice. Subject to Clause 16.1, not less than fourteen (14) Business Days' prior written notice (or attendees such other period of notice as The Trading Board shall agree (with Board Approval may be agreed from time to timetime by all the Directors) of each meeting of the Board specifying the date, time and place of the meeting and the business to be transacted thereat shall be given to all Directors. 8.7 Any of the Directors or their proxies or alternates may participate in a meeting of the Board by telephone or video conference, provided that such Director or his/her proxy or alternate is able to speak to each of the other participants present at such meeting and to be heard by each of the others simultaneously. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to attend vote and be counted in a quorum accordingly. The place at which such a Board meeting shall be deemed to occur will be where the chairman of such Board meeting is then located. Notwithstanding that there is a quorum of Directors remains connected and present, unless it is otherwise agreed by all of the Directors, a meeting of the Board shall be adjourned if for any reason outside the control of the relevant Director, the connection of a telephone or video conference by such Director is disrupted such that the relevant Director is not able to hear the other Directors and/or be heard by the other Directors. 8.8 All relevant documents for meetings of the Board will be sent with the notice required in Clause 8.6 to each Director and any proxies or alternates, and minutes of all such meetings will be sent to each Director as soon as practicable after the holding of the relevant meeting. 8.9 A resolution in writing of the Board may be adopted if it is signed by all of the Directors voting on such resolution, and such resolution shall be valid and effectual as if it was a non-voting observer role (“Observers”)resolution passed at a meeting of the Board of the Company duly convened and held. For the avoidance purposes of doubt, Observers shall not be Directors this Clause “in writing” and “signed” include approval by electronic transmission. 8.10 If a meeting of the Company. 10.8 Each Director will be entitled whilst he Board (whether by telephone or she holds that office to make full disclosure to video conference) is convened properly by notice but insufficient Directors and/or their proxies or alternates attend a meeting of the Council of any information relating to the Company which may come into his or her possession as a Director and which the Council may reasonably require including (Board, then those present at such meeting shall fix another date for the avoidance of doubt) Confidential Information but each Council shall only use such information meeting in connection with its interest question and shall, in the Company and the Business and shall not (unless it is under a legal or regulatory obligation same way as Clause 8.6, give written notice of such reconvened meeting 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. 10.9 The Company shall have an Annual General Meeting at which it shall report those matters that The Trading Board require to be reported on annually and it shall invite all Councillors of the Council to attend the Annual Meeting which will be held Directors and of all matters for consideration at such meeting. If at the end of adjourned meeting a Full Council Meeting with Members being asked to endorse such reportquorum is not present within thirty