Common use of INTERNAL COUNCIL DECISION MAKING Clause in Contracts

INTERNAL COUNCIL DECISION MAKING. 29.1 The Company acknowledges that the Council in its capacity as the Shareholder will make decisions through the Executive and that the Executive may report on its activities and the performance of the Company to the Council (including meetings of the Full Council and Council committees) for the purposes of Overview and Scrutiny. References therefore in this Agreement to the Council refer to the Executive. The Cabinet that forms part of the Executive will be principally responsible for making shareholder decisions but has also delegated authority to the Joint Chief Executive of the Council. 29.2 The Company shall ensure that: 29.2.1 Copies of Board minutes are made available to the Council following each Board meeting; and 29.2.2 Not less than twice in every Financial Year, the Board produces a report on the performance and activities of the Company and provides the same to the Council. 29.3 Notwithstanding, clause 12.7 the Company shall make available the Chair of the Board (or a substitute Director) to attend meetings of the Council unless the Council confirms in writing that attendance is not required. 29.4 The Company shall consult the Council prior to adopting any policy or procedure for the operation and management of the Company. 29.5 The Council may require that the Company adopts certain policies or procedures in the Company’s operation from time to time. 29.6 Where the Board considers that compliance with any requirement of the Council under this Agreement would place the Directors in breach or at risk of breach of the Act, any applicable legislation and/or their duties to the Company then the Board shall seek shareholder approval of the actions required and the Board shall be permitted a reasonable period of time to seek independent legal advice if they reasonably believe that they may or will be in breach thereof. This Agreement has been executed and delivered as a deed on the date stated at the beginning of it.

INTERNAL COUNCIL DECISION MAKING. 29.1 The Company acknowledges that the Council in its capacity as the Shareholder Member will make decisions through the Executive Leisure and Environment Committee to which it has delegated powers and that the Executive may Leisure and Environment Committee will report on its activities and the performance of the Company to the Council (including meetings Policy and Finance Committee of the Full Council and Council committees) for the purposes of Overview and Scrutiny. References therefore in this Agreement agreement to the Council refer to the Executive. The Cabinet that forms part of the Executive will be principally responsible for making shareholder decisions but has also delegated authority to the Joint Chief Executive of the CouncilLeisure and Environment Committee. 29.2 The Company shall ensure that: 29.2.1 (a) Copies of Board minutes are made available to the Council following each Board meeting; and 29.2.2 (b) Not less than twice in every Financial Year, the Board produces a report on the performance and activities of the Company and provides the same to the Council. 29.3 Notwithstanding, clause 12.7 the Company shall make available the Chair of the Board (or a substitute Director) to attend meetings of the Council unless the Council confirms in writing that attendance is not required. 29.4 The Company shall consult the Council prior to adopting any policy or procedure for the operation and management of the Company. 29.5 The Council may require that the Company adopts certain policies or procedures in the Company’s operation from time to time. 29.6 Where the Board considers that compliance with any requirement of the Council under this Agreement would place the Directors in breach or at risk of breach of the Act, any applicable legislation and/or their duties to the Company then the Board shall seek shareholder Member approval of the actions required and the Board shall be permitted a reasonable period of time to seek independent legal advice if they reasonably believe that they may or will be in breach thereof. This Agreement has been executed and delivered as a deed on the date stated at the beginning of it. The Council will provide all support services to the Company, unless the services provided by the Council does not meet the needs of the Company. The Council and the Company have entered into an Overarching Agreement and service level agreements under that Overarching Agreement in respect of the services to be provided. 1. Business Plan Adopting the first and all future Business Plans. Approving any material change to any previously approved Business Plan, which the Board is unable to approve. Varying the timing, scale or programme of works or projects that are included in the Business Plan where the change in the budgeted revenue is less than £50,000 in any one financial year. Non-material departures from the Business Plan The Board shall be entitled to delegate decisions as detailed in the Business Plan and/or decisions which relate to commitments up to a value of £50,000. 2. Appointment and Removal of Directors Appointment and removal of all Directors. Appointment and removal of all Board advisers (to include terms and conditions of relationship). Appointment of the Chair from amongst their number. None. Reserved Matters for Member Approval Matters Delegated for Board Approval Matters Delegated by the Board for Approval by individual Directors or another named employee or officer of the Company 3. Variations to the Articles of Association Any variations to the Company’s Articles. None. None.

INTERNAL COUNCIL DECISION MAKING. 29.1 The Company acknowledges that the Council in its capacity as the a Shareholder will make decisions through the Executive Shareholder Committee to which it has delegated powers and that the Executive may Shareholder Committee will report on its activities and the performance of the Company to the Council (including meetings Policy and Finance Committee of the Full Council and Council committees) for the purposes of Overview and Scrutiny. References therefore in this Agreement to the Council refer to the Executive. The Cabinet that forms part of the Executive will be principally responsible for making shareholder decisions but has also delegated authority to the Joint Chief Executive of the Council. 29.2 The Company shall ensure that: 29.2.1 (a) Copies of Board minutes are made available to the Council Shareholder Committee following each Board meeting; and 29.2.2 (b) Not less than twice in every Financial Year, the Board produces a report on the performance and activities of the Company and provides provided the same to the CouncilShareholder Committee. 29.3 Notwithstanding, clause 12.7 the Company shall make available the Chair of the Board (or a substitute Director) to attend meetings every meeting of the Council Shareholder Committee unless the Council confirms in writing that attendance is not required. 29.4 The Company shall consult the Council Shareholders prior to adopting any policy or procedure for the operation and management of the Company. 29.5 The Council may require that the Company adopts certain policies or procedures in the Company’s operation from time to time. 29.6 Where the Board considers that compliance with any requirement of the Council under this Agreement would place the Directors in breach or at risk of breach of the Act, any applicable legislation and/or their duties to the Company then the Board shall seek shareholder approval of the actions required and the Board shall be permitted a reasonable period of time to seek independent legal advice if they reasonably believe that they may or will be in breach thereof. This Agreement has been executed and delivered as a deed on the date stated at the beginning of it. The Council will provide all support services to the Company, unless the services provided by the Council does not meet the needs of the Company. The Council and the Company will enter into a separate service level agreement.