Common use of Duties of Trustees Clause in Contracts

Duties of Trustees. 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the Trustees shall– 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 the provisions of the 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 Act and the Listings Requirements; 12.1.3 open a CSDP account in the name of the Trust and 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 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 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 register 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 the records, books of account and register referred to above are at all times available for inspection by any member of the Board, the Auditors or other authorised representative of the Company; 12.3 cause to be prepared and audited, as soon as possible after the end of each Financial Year, the financial statements of the Trust; 12.4 as soon as possible after the financial statements of the Trust have been audited, deliver to the Board 3 (three) copies of such audited financial statements of the Trust, duly signed by the Trustees and the Auditors; 12.5 ensure that any dealings in Scheme Shares relating to the Scheme comply with the provisions of paragraphs 3.63 to 3.74 of the Listings Requirements (if applicable); 12.6 make available upon request the Trust Deed to any Participant in an official language in which that person is familiar; and 12.7 carry out such duties as may be delegated to them from time to time by resolution of the Board.

Duties of Trustees. 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the The Trustees shall–: 12.1.1 give effect 12.1 subject to Clause 8, act as a diligent shareholder and implement in particular monitor the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object performance of the Scheme and always subject directors of the Company with respect to the provisions Company's statement of corporate intent, and exercise the Act and rights of shareholders for 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 Act and the Listings Requirements; 12.1.3 open a CSDP account in the name benefit of the Trust Fund and procure that all Scheme Shares remain nominally registered in with due regard to the names objective 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 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 Scheme Shares other than in accordance with this Trust Deed; 12.1.5 cause proper records and books of account Company to be kept of the business and affairs of the Trust; 12.1.6 establish and keep updated a register 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 detailssuccessful business; 12.2 ensure that full and correct accounts of all the records, books of account and register referred to above are at all times available for inspection by any member financial transactions of the Board, the Auditors or other authorised representative of the CompanyTrust and its assets and liabilities and funds are kept; 12.3 cause 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 prepared downloaded from the Waitaki Power Trust website. 12.7 notify the fact that copies are available (and audited, as soon as possible 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, the financial statements Year of the Trust; 12.4 as soon as possible after , 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 have been audited, deliver 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 Board 3 (three) copies Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such audited financial statements of statement by the Trust, duly signed by Company to the Trustees and in making any comments the AuditorsTrustees 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; 12.5 ensure that any dealings in Scheme Shares relating to the Scheme comply with the provisions of paragraphs 3.63 to 3.74 12.12 make a copy of the Listings Requirements (if applicable); 12.6 make Deed available upon request the Trust Deed to any Participant Consumers in an official language in which that person is familiar; and 12.7 carry out such duties as may be delegated to them from time to time by resolution of the Boardaccordance with Clause 13.

Duties of Trustees. 12.1 In addition 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 comply with any other duty imposed direction given to them by this the FSIN Legislative Assembly pursuant to subsection 8.01(d). 9.03 The Trustees shall make any payment required pursuant to the 2002 Framework Agreement. 9.04 The Trustees shall ensure that any payment made from the Trust Deed (whether expressed or implied)is made on the condition that the money be used only for the 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 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 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 Trust Property and shall cause to be prepared for each fiscal year audited financial statements prepared in accordance with generally accepted accounting principles, consistently applied. 9.08 The Trustees shall appoint a qualified independent auditor who is a member in good standing of a nationally recognized professional accounting association and who is acceptable to the Trustees, the Trustees shall– 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 the provisions of the Act FSIN and the Listings Requirements; 12.1.2 make Offers Government, who shall examine the books and Allocations to Participants as envisaged in this Trust Deed, but always subject to the provisions of the Act and the Listings Requirements; 12.1.3 open a CSDP account in the name records of the Trust and procure that all Scheme Shares remain nominally registered and: a) determine whether, in the names auditor's opinion, the monies received by the trust have been fully accounted for and properly disposed of, and the rules and procedures applied are sufficient to ensure an effective check on the receipt and allocation 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 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 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 monies received by the Trust; 12.1.6 establish and keep updated a register of Participants b) determine whether, in which inter alia the following shall be recorded from time to time – 12.1.6.1 auditor's opinion, the total number of Allocated Scheme Shares and SARs; 12.1.6.2 money expended was for the number of Scheme Shares which each Participant may be entitled to receive purposes outlined in terms of the Scheme and the number of Allocated SARs which may Vest in each Participantsection 5.01; and 12.1.6.3 c) provide a written report on the name financial statements for each fiscal year to the Trustees within one hundred and identity number twenty (120) days of each Participant and his residential address and contact details; 12.2 ensure that the records, books of account and register referred to above are at all times available for inspection by any member of the Board, the Auditors or other authorised representative of the Company; 12.3 cause to be prepared and audited, as soon as possible after the end of each Financial Year, such fiscal year. 9.09 The Trustees shall prepare an annual report on the financial statements of the Trust; 12.4 as soon as possible after the financial statements activities of the Trust have been audited, deliver to the Board 3 (three) which report shall include copies of such the audited financial statements of the Trust, duly signed by a 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 AuditorsTrust in the previous fiscal year and the amount each recipient received. 9.10 The Trustees shall provide to each Beneficiary: a) a copy of the annual report; 12.5 ensure that any dealings in Scheme Shares relating to the Scheme comply with the provisions of paragraphs 3.63 to 3.74 b) a copy of the Listings Requirements (if applicable)annual audited financial statements; 12.6 make available 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 Trust Deed to any Participant in an official language in which that person is familiarBeneficiary; and 12.7 carry out 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 duties other reports as may be delegated reasonably requested by the FSIN Legislative Assembly. 9.12 The Trustees shall provide to them from time to time by resolution the Government or its agent: a) a copy of the Boardmanagement 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 the Trust Auditor in completing the reports. For greater certainty, this provision is not intended to provide the Government or its agent with access to the financial books or records of First Nations or Indian Bands except as specifically provided in this Trust Indenture.

Duties of Trustees. 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the The Trustees shall–: 12.1.1 give effect 12.1 subject to Clause 8, act as a diligent shareholder and implement in particular monitor the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object performance of the Scheme and always subject directors of the Company with respect to the provisions Company's statement of corporate intent, and exercise the Act and rights of shareholders for 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 Act and the Listings Requirements; 12.1.3 open a CSDP account in the name benefit of the Trust Fund and procure that all Scheme Shares remain nominally registered in with due regard to the names objective 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 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 Scheme Shares other than in accordance with this Trust Deed; 12.1.5 cause proper records and books of account Company to be kept of the business and affairs of the Trust; 12.1.6 establish and keep updated a register 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 detailssuccessful business; 12.2 ensure that full and correct accounts of all the records, books of account and register referred to above are at all times available for inspection by any member financial transactions of the Board, the Auditors or other authorised representative of the CompanyTrust and its assets and liabilities and funds are kept; 12.3 cause to be prepared and audited, as soon as possible after within 4 months of the end of each Financial Year, the financial year prepare financial statements in accordance with generally accepted accounting practice (within the meaning of Section 8 of the TrustFinancial Reporting Act 2013) in relation to the trust for that financial year and submit those financial statements to an auditor for audit; 12.4 immediately on completion of the audit make publicly available the audited financial statements and the auditor’s report on the financial statements; 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 financial year hold an annual meeting of consumers at which the consumers appoint an auditor who is qualified to be appointed as soon as possible after 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 not present. In respect of the 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 and on the financial statements of the Trust have been audited, deliver and the Company for that financial year; 12.8 in respect of any statement of corporate intent delivered to the Board 3 (three) copies Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such audited financial statements 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 Trustdirectors to operate the Company as a successful 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 12.6, duly signed by and while the Trustees and are the Auditorsmajority shareholders of the Company, comment on the Company's compliance with its then current statement of corporate intent; 12.5 ensure that any dealings in Scheme Shares relating 12.11 exercise where appropriate its right to require modifications to the Scheme comply statement of corporate intent in accordance with the provisions of paragraphs 3.63 to 3.74 section 40(2) of the Listings Requirements (if applicable)Act subject always to the requirements of section 40(3) of the Act; 12.6 12.12 make a copy of this Deed available upon request to the Trust Deed to any Participant public in an official language in which that person is familiar; and 12.7 carry out such duties as may be delegated to them from time to time by resolution of the Boardaccordance with Clause 13.

Duties of Trustees. 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the The Trustees shall–: 12.1.1 give effect 12.1 subject to Clause 8, act as a diligent shareholder and implement in particular monitor the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object performance of the Scheme and always subject directors of the Company with respect to the provisions Company's statement of corporate intent, and exercise the Act and rights of shareholders for 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 Act and the Listings Requirements; 12.1.3 open a CSDP account in the name benefit of the Trust Fund and procure that all Scheme Shares remain nominally registered in with due regard to the names objective 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 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 Scheme Shares other than in accordance with this Trust Deed; 12.1.5 cause proper records and books of account Company to be kept of the business and affairs of the Trust; 12.1.6 establish and keep updated a register 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 detailssuccessful business; 12.2 ensure that full and correct accounts of all the records, books of account and register referred to above are at all times available for inspection by any member financial transactions of the Board, the Auditors or other authorised representative of the CompanyTrust and its assets and liabilities and funds are kept; 12.3 cause 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 Act 2001. The auditor must: (a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Act 1993 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 Act 2001. 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 Act 2001. 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 Act 1993, 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 Act 2001 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 prepared downloaded from the Waitaki Power Trust website. 12.7 notify the fact that copies are available (and audited, as soon as possible 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, the financial statements Year of the Trust; 12.4 as soon as possible after , 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 have been audited, deliver 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 Board 3 (three) copies Trustees by the Company make comments thereon to the directors of the Company within one month from the date of delivery of such audited financial statements of statement by the Trust, duly signed by Company to the Trustees and in making any comments the AuditorsTrustees 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; 12.5 ensure that any dealings in Scheme Shares relating to the Scheme comply with the provisions of paragraphs 3.63 to 3.74 12.12 make a copy of the Listings Requirements (if applicable); 12.6 make Deed available upon request the Trust Deed to any Participant Consumers in an official language in which that person is familiar; and 12.7 carry out such duties as may be delegated to them from time to time by resolution of the Boardaccordance with Clause 13.

Duties of Trustees. 12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the The Trustees shall–: 12.1.1 give effect 12.1 subject to clause 8, act as a diligent shareholder and implement in particular monitor the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object performance of the Scheme and always subject to the provisions directors of the Act Company and exercise the Listings Requirements; 12.1.2 make Offers and Allocations to Participants as envisaged in this Trust Deed, but always subject to rights of shareholders for the provisions of the Act and the Listings Requirements; 12.1.3 open a CSDP account in the name benefit of the Trust Fund and procure that all Scheme Shares remain nominally registered in with due regard to the names objective 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 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 Scheme Shares other than in accordance with this Trust Deed; 12.1.5 cause proper records and books of account Company to be kept of the business and affairs of the Trust; 12.1.6 establish and keep updated a register 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 detailssuccessful business; 12.2 ensure that the records, books full and correct accounts of account and register referred to above are at all times available for inspection by any member financial transactions of the Board, the Auditors or other authorised representative of the CompanyTrust and its assets and liabilities and funds are kept; 12.3 cause in each Financial Year, 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 of Consumers. The auditor must: (a) be prepared 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 a Trustee, director, employee, or agent of the Trust or of the Company or otherwise disqualified from being an auditor under section 199(2)(b) and audited, as soon as possible (d) of the Companies Xxx 0000; 12.4 within 4 months after the end of each Financial Year, the Year- (a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 of the Trust; 12.4 Financial Reporting Xxx 0000, applied as soon as possible after if the financial statements 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 audited, deliver to made and amounts so distributed shall be recorded in the Board 3 (three) copies of such audited financial statements records held at the office of the Trust, duly signed and (b) submit those financial statements to an auditor for audit; and (c) make available to the public in accordance with section 100 of the Electricity Industry Xxx 0000, those audited financial statements and the Auditors report on those financial statements; (1) make the documents referred to in clause 12.4(c) available to the Public by making copies of them available: (a) for inspection at every office of the Trust (during ordinary office hours free of charge); (b) for purchase at a reasonable price; (2) notify the fact that the copies are available (and where) by advertisement in the news section of two separate editions of each newspaper that is widely read by the Trustees and the AuditorsConsumers; 12.5 ensure 12.6 within five months of the end of each Financial Year of the Trust, hold a public meeting in the district and at that any dealings 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 Scheme Shares relating the news section of two separate editions of each newspaper that is widely read by Consumers of the holding of such a meeting; 12.7 make a copy of this Deed available to the Scheme comply public in accordance with clause 13 and in accordance with the provisions of paragraphs 3.63 to 3.74 of the Listings Requirements (if applicable); 12.6 make available upon request the Trust Deed to any Participant in an official language in which that person is familiar; and 12.7 carry out such duties as may be delegated to them from time to time by resolution of the BoardGuidelines."