Key Decisions. Whilst this agreement places accountabilities on the Trust for the delivery and development of ASC Services, the Trust may not act unilaterally to make or enact decisions if they meet the criteria of a ‘key decision’ as described in the standing orders of the Council or are included in a list of ‘Reserved Items’ shared between the parties as part of the agreement. This requirement reiterates section 22.3 of the Partnership Agreement under which services were originally transferred from the Council to Torbay Care Trust. Key decisions must be made by the Council in accordance with its constitution. In Schedule 8 of the Partnership Agreement a key decision is defined as a decision in relation to the exercise of council functions, which is likely to: Result in incurring additional expenditure or making of savings which are more than £250,000; Result in an existing service being reduced by more than 10% or may cease altogether; Affect a service which is currently provided in-house which may be outsourced or vice versa and other criteria stated within schedule 8 of the Partnership Agreement. In addition when determining what constitutes a key decision consideration should be given to the possible level of public interest in the decision. The higher the level of interest the more appropriate it is that the decision should be considered to be a ‘key decision’.
Key Decisions. Whilst this agreement places accountabilities on the Trust for the delivery and development of Adult Social Care Services, the Trust may not act unilaterally to make or enact decisions if they meet the criteria of a ‘key decision’ as described in the standing orders of the Council. This requirement reiterates section 22.3 of the Partnership Agreement under which services were originally transferred from the Council to Torbay Care Trust. Key decisions are made by Torbay Council in accordance with its constitution. In Schedule 8 of the Partnership Agreement a key decision is defined as a decision in relation to the exercise of Council functions, which is likely to: result in incurring additional expenditure or making of savings which are more than £250,000 result in an existing service being reduced by more than 10% or may cease altogether affect a service which is currently provided in-house which may be outsourced or vice versa and other criteria stated within schedule 8 of the Partnership Agreement. When agreeing what constitutes a key decision, consideration should be given to the level of public interest in the decision. The higher the level of interest the more appropriate it is that the decision should be considered to be a ‘key decision’.
Key Decisions. From and after the Closing Date, (A) the Company shall take no action (including any action by the Board or by any officer of the Company) and (B) the Shareholders shall take no action in their capacity as Shareholders (including voting any of their Shares) with respect to any of the following matters (and, to the full extent within the power of the Company, the Company shall cause the Subsidiaries of the Company not to take any action with respect to any of the following matters), (x) without such first action being submitted to a duly-convened meeting of the Board held in accordance with Section 3.3 and (y) if at any such meeting any of the Directors votes against such action (each of the following matters a “Key Decision”):
(a) the adoption of any business plan other than the Business Plan, or any material departures from or amendment or revision to, the Business Plan;
(b) subject to the provisions of Section 8.2, the approval and adoption of any Annual Budget for a given financial year, if the proposed Annual Budget does not provide for a targeted EBIT at least equal to the EBIT set forth in the Business Plan for the applicable financial year;
(c) any merger, statutory share exchange, consolidation, spin-off or similar corporate transaction, or sale of all or substantially all of its assets, other than any transaction involving only the Company and/or its wholly-owned Subsidiaries and no other Person;
(d) the issuance of any debt or equity securities;
(e) other than transactions involving only the Company and/or its wholly-owned Subsidiaries: (i) the incurrence of any indebtedness for borrowed money if, as a result, the consolidated indebtedness of the Group would exceed (x) €10 million in any of the first three quarters of any calendar year or (y) €15 million in the fourth quarter of any calendar year; provided that the foregoing levels of indebtedness shall be increased proportionately with the growth in the revenue of the Business relative to FY 2007, (ii) the grant of any loan or credit to any other person (other than trade credit on customary terms in the ordinary course of business), and (iii) the grant of any guarantee or other surety with respect to the debt obligations or other liabilities of any person; except for any guarantee or other surety granted in connection with the obtaining of banderols by WH Import or any other import company;
(f) the sale or other disposition, or purchase, directly or indirectly, of any assets in excess of €500,00...
Key Decisions. (a) In Stage One, the Parties will discuss all material decisions affecting the operations, expenditures and commitments of the JV SERVICE / newco, and PROMIS, BCNI or its designates shall not make any key decisions concerning such operations, expenditures and commitments without the prior written consent of PROMIS and BCNI.
Key Decisions. 7.1 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours to procure that the Company shall not, without the approval of a Special Majority, transact any of the following businesses in relation to the Company:
(a) amend the memorandum of association or Articles;
(b) change the name of the Company;
(c) change in any way the capital structure of the Company or issue or agree to issue or grant any option over or right to acquire any additional Shares or purchase or redeem any Shares (except for granting of options over Shares pursuant to any share option scheme of the Company for the benefit of the executives and/or employees of the Company and its subsidiaries);
(d) vary any rights attaching to any Shares;
(e) pass any resolution the result of which would be its voluntary winding up, liquidation or receivership, or make any composition or arrangement with creditors;
(f) merge or amalgamate with or into any third party;
(g) mortgage or charge of any of the assets of the Company or the provision of any guarantees by the Company in excess of guidelines from time to time laid down by the Shareholders or by the Board;
(h) borrow any money or incur any debt or the making of any loan or advance to security to or for the benefit of any person or entity in excess of guidelines from time to time laid down by the Shareholders or by the Board;
(i) enter into any new business or change the nature of the Business or the territories in which the Business is to be carried on;
(j) enter into any agreement by any Shareholder (or such Shareholder's subsidiary or associated company) with the Company or with any subsidiary or associated company of the Company;
(k) change the Auditors;
(l) acquire any premises, whether on a freehold or leasehold basis;
(m) invest in any third party or dispose of any such investment;
(n) commence any legal or arbitration proceedings (other than routine collection of trade debts and contract claims arising out of the ordinary course of business), in each case where the amount claimed is more than HK$1,000,000; and
(o) repay any Loan to a particular Shareholder (other than repayment made to it in proportion to repayments made by other Shareholders in respect of their Loans).
7.2 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours to procure that the Company s...
Key Decisions. (i) A "key decision" means an Executive decision which, is likely -
(a) to result in the local authority incurring expenditure which is, or the making of savings which are, significant having regard to the local authority's budget for the service or function to which the decision relates; or
(b) to be significant in terms of its effects on communities living or working in an area comprising one14 or more wards or electoral divisions in the area of the local authority. A detailed definition of Key Decisions is contained in the Appendix to the Access to Information Procedure Rules in Part 4 of this Constitution.
(a) (b) local proposals; (c) – (g) – Para 7.3 Statutory Guidance; (c) – law and probity added to modular constitution principle. 14The statutory minimum is significant impact in two or more wards
(ii) A decision taker may only make a key decision in accordance with the requirements of the Executive Procedure Rules and Access to Information Rules set out in Part 4 and the Protocol for Key Decisions set out in Part 5 of this Constitution.
Key Decisions. 2.1 Notwithstanding any other provision of this Agreement, the Manager shall be required to seek the Consent of the Company for any of the following decisions (“the Key Decisions”):
2.1.1 the approval of a tenant;
2.1.2 (in the absence of repeated breaches of the tenancy agreement or lease (e.g. none payment of rent)), the removal of a tenant;
2.1.3 the approval of the rent amount and any subsequent changes;
2.1.4 the approval of any costs of work to the property with a capital value of greater than 10% of the property value
2.1.5 the appointment and removal of management agents;
2.1.6 the appointment and removal of any other agents in respect of the Company (e.g. delegation of rent collection, maintenance and cleaning in relation to a property);
2.1.7 the sale of a property and relevant terms (including price and the buyer);
2.1.8 the sale of the entire issues share capital or the business and assets of the Company; and
2.1.9 the approval of any works to the property that are expected to take longer than one month to complete during which no rent shall be received by the Company.
2.2 The Company shall respond to any written request for approval in respect of a Key Decision as soon as reasonably practicable and in any event within the specified time period as set out in the request.
Key Decisions. 3.1 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavors to procure that the Company shall not, without the prior unanimous approval of the Board:
(a) amend the memorandum of association or Articles (including any change the name of the Company);
(b) pass any resolution the result of which would be its voluntary winding up, liquidation or receivership, make any composition or arrangement with creditors or cessation of business;
(c) merge or amalgamate in any manner with or into any third party;
(d) approve matters which relate to major policy objectives of the Company which have been resolved by members in general meetings, including formulating and amending directions of its business development, formulating management and business strategies, setting up internal control and risk management systems and in respect of each year, its annual business plan and budget, appointment and dismissal of senior management of the Company and their appraisals.
(e) approve any annual revenue and capital budgets (excluding the case where any additional monetary obligations or liabilities of the Company or the Shareholders are attached or imposed), financial statements or the amount of dividends to be distributed to the Shareholders with respect to each financial year of the Company;
(f) determine the remuneration of Directors;
(g) the declaration and distribution of dividends to Shareholders;
(h) adopt audited financial statements and directors’ report at the annual general meeting;
(i) appoint auditors of the Company.
Key Decisions. Notwithstanding the foregoing, the Company shall not take, and shall not cause or permit any of its subsidiaries to take, any of the following actions without first obtaining Board approval by the affirmative of at least a majority of the total number of Directors then in office (or by unanimous written consent of all Directors then in office):
Key Decisions. The following executive decisions will be key decisions:-
(a) Decisions which will be likely to result in Council expenditure or savings of £500,000 or more (save treasury management transactions taken in accordance with the Council’s Treasury Management Strategy as approved by the Council)
(b) Any decision likely to be significant in terms of its effect on communities living or working in an area comprising two or more wards, whether the impact is direct (e.g. where the decision relates to a road which crosses a xxxx boundary) or indirect (e.g. where the decision relates to the provision or withdrawal of a service which is or would be used by people from two or more wards) Decisions will still be deemed to affect more than one xxxx even if one or more of the wards affected is outside the borough.
(c) The Council will also define all executive decisions which relate to matters within the categories listed below as key decisions whatever their financial impact, and irrespective of the number of wards affected by them:-
(i) Consideration of any report prepared by an external organisation (e.g. OFSTED) into the performance of the Council whether in general or in relation to a particular case, including the Council’s response to it.
(ii) the closure or significant change in the character of a school or other educational facility.
(iii) consideration of any report relating to the possibility of the withdrawal of delegation of budget from a school
(iv) the giving of any statutory notice to a school or other educational establishment
(v) directions relating to the use and occupation of school premises
(vi) decisions relating to schools admission policy and standard numbers for schools
(vii) the making of instruments of government for schools
(viii) policies relating to special needs, attendance and exclusion, awards, charging and remission
(ix) the Council’s scheme for the financing of maintained schools
(x) closure of, or significant reduction in provision of, any Council service
(xi) where the decision is one which will involve a significant change in the manner of Council service provision,
(xii) the fixing of fees and charges for Council services
(xiii) granting or withdrawing financial support to any voluntary sector organisation in excess of £10,000 (excluding financial support to any organisation which is funded by government initiatives e.g. European Funding) (xiv) writing off any bad debt in excess of £50,000, unless the Council has within the last 3 yea...
