Common use of Governance Principles Clause in Contracts

Governance Principles. The Shareholders agree to exercise their rights as Shareholders to ensure that the governance and management of the Company and its Controlled Companies shall be conducted in accordance with the principles stated below which shall constitute an obligation of each of the Shareholders in respect of all aspects concerning the Company. 1. The management and operation policies of the Company shall be formulated and implemented by the governing and administrative bodies of the Company, its Board of Directors and duly appointed managers, in accordance with the institutional mechanisms and procedures regarding voting and consensus formation provided for in the corporate bylaws and governance documents of the Company and the Shareholders Agreement. 2. Regardless of whether a Shareholder is the controlling entity of the Company and/or the Company is deemed to be consolidated with a Shareholder pursuant to applicable accounting regulations, the Company shall be treated at all times by each Party as an independent entity, and each Party shall act as a shareholder of the Company and shall not enter into a management agreement or similar arrangement related to the operative management of the Company, without prejudice to (i) the supervising mechanisms that may be established for the benefit of all Shareholders and (ii) transactions that are expressly approved in accordance with the terms for related party transactions provided for in the Shareholders Agreement. 3. The representation of the Company in respect of third parties shall be exercised by the Company and its employees and none of the Shareholders shall be permitted, without the authorization of the other Shareholders, to represent the Company to any third party, including clients, suppliers, investors, creditors, regulatory authorities and the media. 4. Any person proposed by one of the Shareholders to be designated as a Director of the Company or any of its Controlled Companies shall not hold management positions or serve on the board of the Affiliates of Cablevisión or TEO, except with the prior consent of the other Shareholders. For the avoidance of doubt, the foregoing does not apply to any person that simultaneously serves on the Board and the board of directors of CVH, Dominio or Fintech Advisory. The employees of the Company cannot receive any kind of compensation from any of the Shareholders or hold any other position or perform any other function in any of the Shareholders or their Affiliates. 5. CVH and Fintech Advisory shall agree upon a formal management structure of the Company (organigrama) that will provide for a clear delimitation of duties and responsibilities within the different functional areas of the Company, without duplication of duties or responsibilities in other areas of the Company.

Governance Principles. (a) The Shareholders agree that, subject to exercise their rights as Shareholders to ensure that applicable laws, the governance Articles of Association and this Agreement, the Board of Directors shall be responsible for the management of the Company. The Shareholders further agree that the Company and its Controlled Companies shall be conducted in accordance with the principles stated below which shall constitute an obligation of each of the Shareholders in respect of all aspects concerning the Company. 1. The management and operation policies Wireless Business of the Company shall be formulated managed in the spirit of a 50 - 50 (fifty - fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and implemented by the governing and administrative bodies outstanding share capital of the Company. The Shareholders agree that the management of the Company shall be professional, its Board oriented to obtaining results and excellence in the performance of Directors the Company’s activities and duly appointed managers, in accordance compliance with the institutional mechanisms and procedures regarding voting and consensus formation provided for in the corporate bylaws and governance documents of Company Growth Principles. (i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Agreement. 2. Regardless Meeting, in the Board of whether a Shareholder is Directors or in the controlling entity board of directors of any of the Company and/or Subsidiaries, or to any managerial or official position in the Company is deemed to be consolidated with a Shareholder pursuant to applicable accounting regulations, the Company shall be treated at all times by each Party as an independent entity, and each Party shall act as a shareholder or in any of the Company and shall not enter into a management agreement Subsidiaries, or similar arrangement related to the operative management of the Company, without prejudice to (i) the supervising mechanisms that may be established for the benefit of all Shareholders and (ii) transactions that are expressly approved in accordance with the terms for related party transactions provided for in the Shareholders Agreement. 3. The representation of the Company in respect of third parties shall be exercised by the Company and its employees and none of the Shareholders shall be permitted, without the authorization of the other Shareholders, to represent the Company to any third party, including clients, suppliers, investors, creditors, regulatory authorities and the media. 4. Any person proposed by one of the Shareholders to be designated as a Director of other business relationship with the Company or any of its Controlled Companies shall not hold management positions or serve on the board of Subsidiaries. (ii) The restriction as set forth in Section 2.1(b)(i) above, agreed upon for the Affiliates of Cablevisión or TEO, except with the prior consent benefit of the other Shareholders. For Group, will not apply if the avoidance of doubtother Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the foregoing does not apply Company or the Subsidiaries. (iii) Prior to any person that simultaneously serves the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the Board grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforementioned position. (iv) Notwithstanding Section 2.1(b)(iii) above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1 (b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the board of directors of CVH, Dominio or Fintech Advisory. The employees of Company that might be appropriate to prevent access to the Company cannot receive any kind of compensation from any of Confidential Information by the Shareholders or hold any other position or perform any other function in any of the Shareholders or their AffiliatesConflicted Person. 5. CVH and Fintech Advisory shall agree upon a formal management structure of the Company (organigrama) that will provide for a clear delimitation of duties and responsibilities within the different functional areas of the Company, without duplication of duties or responsibilities in other areas of the Company.

Governance Principles. (a) The Shareholders agree that, subject to exercise their rights as Shareholders to ensure that applicable laws, the governance Articles of Association and this Agreement, the Board of Directors shall be responsible for the management of the Company. The Shareholders further agree that the Company and its Controlled Companies shall be conducted in accordance with the principles stated below which shall constitute an obligation of each of the Shareholders in respect of all aspects concerning the Company. 1. The management and operation policies Wireless Business of the Company shall be formulated managed in the spirit of a 50 - 50 (fifty - fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and implemented by the governing and administrative bodies outstanding share capital of the Company. The Shareholders agree that the management of the Company shall be professional, its Board oriented to obtaining results and excellence in the performance of Directors the Company’s activities and duly appointed managers, in accordance compliance with the institutional mechanisms and procedures regarding voting and consensus formation provided for in the corporate bylaws and governance documents of Company Growth Principles. (i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Agreement. 2. Regardless Meeting, in the Board of whether a Shareholder is Directors or in the controlling entity board of directors of any of the Company and/or Subsidiaries, or to any managerial or official position in the Company is deemed to be consolidated with a Shareholder pursuant to applicable accounting regulations, the Company shall be treated at all times by each Party as an independent entity, and each Party shall act as a shareholder or in any of the Company and shall not enter into a management agreement Subsidiaries, or similar arrangement related to the operative management of the Company, without prejudice to (i) the supervising mechanisms that may be established for the benefit of all Shareholders and (ii) transactions that are expressly approved in accordance with the terms for related party transactions provided for in the Shareholders Agreement. 3. The representation of the Company in respect of third parties shall be exercised by the Company and its employees and none of the Shareholders shall be permitted, without the authorization of the other Shareholders, to represent the Company to any third party, including clients, suppliers, investors, creditors, regulatory authorities and the media. 4. Any person proposed by one of the Shareholders to be designated as a Director of other business relationship with the Company or any of its Controlled Companies shall not hold management positions or serve on the board of Subsidiaries. (ii) The restriction as set forth in Section 2.1(b)(i) above, agreed upon for the Affiliates of Cablevisión or TEO, except with the prior consent benefit of the other Shareholders. For Group, will not apply if the avoidance of doubtother Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the foregoing does not apply Company or the Subsidiaries. (iii) Prior to any person that simultaneously serves the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the Board grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforementioned position. (iv) Notwithstanding Section 2.1(b)(iii) above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1(b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the board of directors of CVH, Dominio or Fintech Advisory. The employees of Company that might be appropriate to prevent access to the Company cannot receive any kind of compensation from any of Confidential Information by the Shareholders or hold any other position or perform any other function in any of the Shareholders or their AffiliatesConflicted Person. 5. CVH and Fintech Advisory shall agree upon a formal management structure of the Company (organigrama) that will provide for a clear delimitation of duties and responsibilities within the different functional areas of the Company, without duplication of duties or responsibilities in other areas of the Company.