Common use of Duties of Trustees Clause in Contracts

Duties of Trustees. The Trustees shall: 12.1 subject to Clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect to the Company's statement of corporate intent, and exercise the rights of shareholders for the benefit of the Trust Fund and with due regard to the objective of the Company to be a successful business; 12.2 ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept; 12.3 in each Financial year, hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000. The auditor must: (a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor General; and (b) not be disqualified under section 158(C)(4)(b) of the Electricity Amendment Xxx 0000. 12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000. 12.5 within 4 months after the end of each financial year: (a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entity) with respect to the affairs of the Trust for that Financial Year; (b) submit those financial statements to an auditor for audit; and (c) make available to the public in accordance with section 158B of the Electricity Amendment Xxx 0000 those audited financial statements and the auditor's report on those financial statements. 12.6 make the documents referred to in Clause 12.5(c) available to the public by making copies of them available: (a) for inspection at every office of the Trust or the Company (during ordinary office hours); and (b) to be downloaded from the Waitaki Power Trust website. 12.7 notify the fact that copies are available (and where) by advertisement in the news section of 2 separate editions of each newspaper that is widely read by the Consumers. 12.8 within four months after the end of each Financial Year of the Trust, hold a meeting in the district and at that meeting report on the operation of the Trust during the preceding Financial Year and on the financial statements of the Trust for that Financial Year. The Trustees shall give not less than 14 days' notice in the news section of two separate editions of each newspaper that is widely read by the Consumers of the holding of such a meeting. 12.9 in respect of any statement of corporate intent delivered to the Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such statement by the Company to the Trustees and in making any comments the Trustees shall ensure that the statement of corporate intent is consistent with the obligation of the directors to operate the Company as a successful business. 12.10 at the meeting to be held in accordance with Clause 12.8 and while the Trustees are the majority shareholders of the Company comment on the Company's compliance with its then current statement of corporate intent. 12.11 exercise where appropriate its right to require modifications to the statement of corporate intent in accordance with section 40(2) of the Act subject always to the requirements of section 40(3) of the Act; 12.12 make a copy of the Deed available to Consumers in accordance with Clause 13.

Duties of Trustees. The 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the Trustees shall:– 12.1 12.1.1 give effect to and implement the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object of the Scheme and always subject to Clause 8, act as a diligent shareholder and in particular monitor the performance provisions of the directors Act and the Listings Requirements; 12.1.2 make Offers and Allocations to Participants as envisaged in this Trust Deed, but always subject to the provisions of the Company with respect to Act and the Company's statement of corporate intent, and exercise Listings Requirements; 12.1.3 open a CSDP account in the rights of shareholders for the benefit name of the Trust Fund and with due regard procure that all Scheme Shares remain nominally registered in the names of the Trustees (in their capacity as such) for the beneficial interest of the relevant Participants for so long as they remain Scheme Shares, whereafter they shall be delivered to the objective Participants; 12.1.4 not pledge or otherwise encumber, or sell, alienate, cede, assign or in any other manner transfer or dispose of any of the Company Scheme Shares other than in accordance with this Trust Deed; 12.1.5 cause proper records and books of account to be kept of the business and affairs of the Trust; 12.1.6 establish and keep updated a successful businessregister of Participants in which inter alia the following shall be recorded from time to time – 12.1.6.1 the total number of Allocated Scheme Shares and SARs; 12.1.6.2 the number of Scheme Shares which each Participant may be entitled to receive in terms of the Scheme and the number of Allocated SARs which may Vest in each Participant; and 12.1.6.3 the name and identity number of each Participant and his residential address and contact details; 12.2 ensure that full the records, books of account and correct accounts of register referred to above are at all the financial transactions times available for inspection by any member of the Trust and its assets and liabilities and funds are keptBoard, the Auditors or other authorised representative of the Company; 12.3 in each Financial year, hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000. The auditor must: (a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor General; and (b) not be disqualified under section 158(C)(4)(b) of the Electricity Amendment Xxx 0000. 12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000. 12.5 within 4 months after the end of each financial year: (a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entity) with respect to the affairs of the Trust for that Financial Year; (b) submit those financial statements to an auditor for audit; and (c) make available to the public in accordance with section 158B of the Electricity Amendment Xxx 0000 those audited financial statements and the auditor's report on those financial statements. 12.6 make the documents referred to in Clause 12.5(c) available to the public by making copies of them available: (a) for inspection at every office of the Trust or the Company (during ordinary office hours); and (b) cause to be downloaded from the Waitaki Power Trust website. 12.7 notify the fact that copies are available (prepared and where) by advertisement in the news section of 2 separate editions of each newspaper that is widely read by the Consumers. 12.8 within four months audited, as soon as possible after the end of each Financial Year Year, the financial statements of the Trust, hold a meeting in the district and at that meeting report on the operation of the Trust during the preceding Financial Year and on ; 12.4 as soon as possible after the financial statements of the Trust for that Financial Year. The Trustees shall give not less than 14 days' notice in have been audited, deliver to the news section Board 3 (three) copies of two separate editions of each newspaper that is widely read by the Consumers such audited financial statements of the holding of such a meeting. 12.9 in respect of any statement of corporate intent delivered to the Trustees Trust, duly signed by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such statement by the Company to the Trustees and in making any comments the Trustees shall Auditors; 12.5 ensure that any dealings in Scheme Shares relating to the statement of corporate intent is consistent Scheme comply with the obligation provisions of paragraphs 3.63 to 3.74 of the directors Listings Requirements (if applicable); 12.6 make available upon request the Trust Deed to operate the Company any Participant in an official language in which that person is familiar; and 12.7 carry out such duties as a successful business. 12.10 at the meeting may be delegated to be held in accordance with Clause 12.8 and while the Trustees are the majority shareholders them from time to time by resolution of the Company comment on the Company's compliance with its then current statement of corporate intentBoard. 12.11 exercise where appropriate its right to require modifications to the statement of corporate intent in accordance with section 40(2) of the Act subject always to the requirements of section 40(3) of the Act; 12.12 make a copy of the Deed available to Consumers in accordance with Clause 13.

Duties of Trustees. The Trustees shall: 12.1 subject to Clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect to the Company's statement of corporate intent, and exercise the rights of shareholders for the benefit of the Trust Fund and with due regard to the objective of the Company to be a successful business; 12.2 ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept; 12.3 in each Financial year, hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000. The auditor must: (a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor General; and (b) not be disqualified under section 158(C)(4)(b) of the Electricity Amendment Xxx 0000. 12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000. 12.5 within 4 months after of the end of each financial year: (a) year prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 Section 8 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entityAct 2013) with respect in relation to the affairs of the Trust trust for that Financial Year; (b) financial year and submit those financial statements to an auditor for audit; and; (c) make available to the public in accordance with section 158B 12.4 immediately on completion of the Electricity Amendment Xxx 0000 those audit make publicly available the audited financial statements and the auditor's ’s report on those the financial statements.; 12.6 make the documents referred to in Clause 12.5(c) available to the public by making copies of them available: (a) for inspection at every office of the Trust or the Company (during ordinary office hours); and (b) to be downloaded from the Waitaki Power Trust website. 12.7 12.5 also notify the fact that copies of the documents (referred to in the preceding sub-clause) are so available (and where) by advertisement in the news section of 2 separate editions of newspapers circulating in the district; 12.6 in each newspaper financial year hold an annual meeting of consumers at which the consumers appoint an auditor who is qualified to be appointed as an auditor to hold office from the conclusion of that meeting until the next annual meeting of consumers. The quorum for the annual meeting shall be 20 consumers. No business may be transacted at the annual meeting if a quorum is widely read by the Consumers. 12.8 within four months after the end of each Financial Year not present. In respect of the Trust, hold a appointment of an auditor every consumer shall have one vote; 12.7 give not less than 14 days notice of the annual meeting of consumers to appoint an auditor in the news section of 2 separate editions of newspapers circulating in the district and at that meeting the Trustees shall report on the operation of the Trust and the Company during the preceding Financial Year financial year and on the financial statements of the Trust and the Company for that Financial Year. The Trustees shall give not less than 14 days' notice in the news section of two separate editions of each newspaper that is widely read by the Consumers of the holding of such a meeting.financial year; 12.9 12.8 in respect of any statement of corporate intent delivered to the Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such statement by the Company to the Trustees Trustees, and in making any comments the Trustees shall ensure that the statement of corporate intent is consistent with the obligation of the directors to operate the Company as a successful business.business and in particular to optimise the return on the assets of the Company; 12.9 make any completed statement of corporate intent available to the public in accordance with Clause 13; 12.10 at the meeting to be held in accordance with Clause 12.8 12.6, and while the Trustees are the majority shareholders of the Company Company, comment on the Company's compliance with its then current statement of corporate intent.; 12.11 exercise where appropriate its right to require modifications to the statement of corporate intent in accordance with section 40(2) of the Act subject always to the requirements of section 40(3) of the Act; 12.12 make a copy of the this Deed available to Consumers the public in accordance with Clause 13.

Duties of Trustees. 9.01 The Trustees, in consultation with the FSIN Legislative Assembly, shall develop and maintain a fair and equitable method of allocating money pursuant to this Trust. 9.02 The Trustees shall:shall comply with any direction given to them by the FSIN Legislative Assembly pursuant to subsection 8.01(d). 12.1 subject to Clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect 9.03 The Trustees shall make any payment required pursuant to the Company's statement of corporate intent, and exercise 2002 Framework Agreement. 9.04 The Trustees shall ensure that any payment made from the rights of shareholders Trust is made on the condition that the money be used only for the benefit of purposes outlined in section 5.01. 9.05 The Trustees shall develop and maintain rules and procedures as set out below to ensure that payments made from the Trust Fund and with due regard are used for the purposes outlined in section 5.01. 9.06 The Trustees shall require recipients of payments from the Trust to provide yearly, a report that demonstrates to the objective Trustees that all money received from the Trust was used for the purposes outlined in section 5.01. 9.07 The Trustees shall maintain adequate records of all transactions affecting the Company Trust Property and shall cause to be a successful business; 12.2 ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept; 12.3 in prepared for each Financial year, hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000. The auditor must: (a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor General; and (b) not be disqualified under section 158(C)(4)(b) of the Electricity Amendment Xxx 0000. 12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000. 12.5 within 4 months after the end of each financial year: (a) prepare fiscal year audited financial statements prepared in accordance with generally accepted accounting practice (within the meaning principles, consistently applied. 9.08 The Trustees shall appoint a qualified independent auditor who is a member in good standing of section 3 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entity) with respect nationally recognized professional accounting association and who is acceptable to the affairs Trustees, the FSIN and the Government, who shall examine the books and records of the Trust and: a) determine whether, in the auditor's opinion, the monies received by the trust have been fully accounted for that Financial Yearand properly disposed of, and the rules and procedures applied are sufficient to ensure an effective check on the receipt and allocation of the monies received by the Trust; (b) submit those financial statements to an auditor determine whether, in the auditor's opinion, the money expended was for auditthe purposes outlined in section 5.01; and (c) make available provide a written report on the financial statements for each fiscal year to the public in accordance with section 158B Trustees within one hundred and twenty (120) days of the Electricity Amendment Xxx 0000 those audited financial statements and the auditor's report on those financial statements. 12.6 make the documents referred to in Clause 12.5(c) available to the public by making copies of them available: (a) for inspection at every office of the Trust or the Company (during ordinary office hours); and (b) to be downloaded from the Waitaki Power Trust website. 12.7 notify the fact that copies are available (and where) by advertisement in the news section of 2 separate editions of each newspaper that is widely read by the Consumers. 12.8 within four months after the end of each Financial Year such fiscal year. 9.09 The Trustees shall prepare an annual report on the activities of the Trust which report shall include copies of the audited financial statements of the Trust, hold a meeting statement of risk management practices of the Trustees and a report on compliance with such practices, a list of all recipients who received monies from the Trust in the district previous fiscal year and at that meeting report on the operation of the Trust during the preceding Financial Year and on the financial statements of the Trust for that Financial Year. amount each recipient received. 9.10 The Trustees shall give not less than 14 days' notice in the news section of two separate editions of provide to each newspaper that is widely read by the Consumers of the holding of such a meeting.Beneficiary: 12.9 in respect of any statement of corporate intent delivered to the Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such statement by the Company to the Trustees and in making any comments the Trustees shall ensure that the statement of corporate intent is consistent with the obligation of the directors to operate the Company as a successful business. 12.10 at the meeting to be held in accordance with Clause 12.8 and while the Trustees are the majority shareholders of the Company comment on the Company's compliance with its then current statement of corporate intent. 12.11 exercise where appropriate its right to require modifications to the statement of corporate intent in accordance with section 40(2a) of the Act subject always to the requirements of section 40(3) of the Act; 12.12 make a copy of the Deed annual report; b) a copy of the annual audited financial statements; c) such other reports as may be reasonably requested by the Beneficiary; d) a copy of the minutes of each meeting of the Trustees upon request of the Beneficiary; and e) a copy of all ledgers, registers and documents or recordings of transactions affecting the Trust Property as and when requested by the Beneficiary. 9.11 The Trustees shall provide to the FSIN Legislative Assembly: a) a copy of the annual report; b) a copy of the annual audited financial statements; and c) such other reports as may be reasonably requested by the FSIN Legislative Assembly. 9.12 The Trustees shall provide to the Government or its agent: a) a copy of the management letter issued by the auditor for each audit and the response to the management letter; b) a copy of the audited financial statements; c) a copy of the annual report within thirty (30) days following the issuance of the report; d) a copy of reports prepared pursuant to section 9.08 upon request; and e) access to documents that are submitted by the Beneficiaries and are available to Consumers the Trust Auditor in accordance completing the reports. For greater certainty, this provision is not intended to provide the Government or its agent with Clause 13access to the financial books or records of First Nations or Indian Bands except as specifically provided in this Trust Indenture.

Duties of Trustees. The Trustees shall: 12.1 subject to Clause clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect to the Company's statement of corporate intent, and exercise the rights of shareholders for the benefit of the Trust Fund and with due regard to the objective of the Company to be a successful business; 12.2 ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept; 12.3 in each Financial yearYear, the Trustees shall hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000Consumers. The auditor must: (a) be a person who is qualified to act as an auditor under section Section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor Auditor-General; and (b) not be a Trustee, director, employee, or agent of the Trust or of the Company or otherwise disqualified from being an auditor under section 158(C)(4)(b199(2)(b) and (d) of the Electricity Amendment Companies Xxx 0000.; 12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000. 12.5 within 4 months after the end of each financial year:Financial Year- (a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entity) with respect to the affairs of the Trust for that Financial Year;. The names and persons as organisations to whom distributions of income have been made and amounts so distributed shall be recorded in the records held at the office of the Trust, and (b) submit those financial statements to an auditor for audit; and (c) make available to the public in accordance with section 158B 100 of the Electricity Amendment Industry Xxx 0000 0000, those audited financial statements and the auditor's Auditors report on those financial statements.; 12.6 (1) make the documents referred to in Clause 12.5(cclause 12.4(c) available to the public Public by making copies of them available: (a) for inspection at every office of the Trust or the Company (during ordinary office hourshours free of charge); and; (b) to be downloaded from the Waitaki Power Trust website.for purchase at a reasonable price; 12.7 (2) notify the fact that the copies are available (and where) by advertisement in the news section of 2 two separate editions of each newspaper that is widely read by the Consumers.; 12.8 12.6 within four five months after of the end of each Financial Year of the Trust, hold a public meeting in the district and at that meeting report on the operation of the Trust during the preceding Financial Year and on the financial statements Financial Statements of the Trust for that Financial Year. The Trustees shall give not less than 14 days' days notice in the news section of two separate editions of each newspaper that is widely read by the Consumers of the holding of such a meeting. 12.9 in respect of any statement of corporate intent delivered to the Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such statement by the Company to the Trustees and in making any comments the Trustees shall ensure that the statement of corporate intent is consistent with the obligation of the directors to operate the Company as a successful business. 12.10 at the meeting to be held in accordance with Clause 12.8 and while the Trustees are the majority shareholders of the Company comment on the Company's compliance with its then current statement of corporate intent. 12.11 exercise where appropriate its right to require modifications to the statement of corporate intent in accordance with section 40(2) of the Act subject always to the requirements of section 40(3) of the Act; 12.12 12.7 make a copy of the this Deed available to Consumers the public in accordance with Clause 13clause 13 and in accordance with the provisions of the Guidelines."