Common use of Management Board Clause in Contracts

Management Board. (a) Taking into account the terms of this Agreement and the Articles of Association the Management Board shall: (1) carry out the Business Plan of the Company as amended from time to time; (2) organize preparation for carrying out decisions of the Board of Supervisory Directors made in accordance with the relevant provisions of the Articles of Association and submit reports on their accomplishment; (3) prepare a proposed revision to the Business Plan on an annual basis and present it to the Board of Supervisory Directors; (4) prepare a proposed budget setting forth a detailed plan for capital and any other investment, expenses, and projected revenue for the Company in connection with its activities over the fiscal year covered by such budget period, and present the proposed budget to the Board or Supervisory Directors; (5) manage Company property including its cash funds within such guidelines as may be set by the Board of Supervisory Directors; (6) conclude contracts and agreements in the Company's name and ensure (7) distribute profits in accordance with the relevant provisions of the Articles of Association; (8) adequately insure and keep so insured the Company against all risks usually insured against by companies carrying on the same or similar business; (9) carry out other functions based on the Articles of Association that are not inconsistent with the provisions of this Agreement or the direction of the Board of Supervisory Directors; and (10) subject to Article 12.2, represent the Company in its relations with organizations, state organizations, firms, and institutions concerning the Business. (b) GTS Hermes shall procure that the Management Board shall not without the prior written approval from the Board of Supervisory Directors permit the Company to engage in any dealings with relatives (in the case of an individual) of members of the Management Board or enter into any contracts with any Shareholder or Affiliated Company which are not in the ordinary course of business for the Company or which am not on normal commercial terms such as would be offered any unrelated third party. (c) GTS Hermes shall have the right to nominate for removal or appointment of the Managing Director and the other Shareholders agree, subject to the provision set out in paragraph (d) below, to vote in favour of any such nomination, unless it cannot reasonably be expected to do so, and GTS Hermes agrees to indemnify and hold the other Shareholders harmless from and against any liabilities which it might incur as a result of any removal contemplated above. (d) Any Managing Director to be appointed in accordance with the above shall have submitted to the Shareholders prior to his appointment a written statement agreeing to be bound by the confidentiality covenant set out in Article 11 of this Agreement in respect of any information labelled confidential by the Shareholders. (e) GTS Hermes covenants with the other Parties that it shall at all times procure that the Company complies with all of its obligations under this Agreement and the Articles of Association.

Management Board. (a) Taking into account The Parties shall establish a Management Board to manage the terms Project in accordance with this Agreement. (b) Each Party shall notify the NEA in writing of this Agreement its designated member for the Management Board, and at least one alternate member in the Articles case the designated member is not available. Each Party shall notify the NEA in writing of Association the any changes in its designated or alternate member(s). (c) The Management Board shall: (1) carry out Unanimously Approve any modifications to the Business Plan of Purpose and financial arrangements, and modifications to be made to Appendices A, C and D; Approve any modifications to the Company as amended from time Project scope and modifications to timebe made to Appendix B and E; (2) organize preparation for carrying out decisions Approve each year the annual scope of work and Budget (to be submitted to the Management Board of Supervisory Directors made as per Article 4(b)3)), in accordance with the relevant description of the Programme of Work and Contributions provided in Appendices B and C; 3) Approve financial reports, issuance of Calls for Contributions, and payments to the NEA and Operating Agent; 4) Establish processes and procedures, consistent with the purpose and provisions of the Articles of Association and submit reports on their accomplishment; (3) prepare a proposed revision to the Business Plan on an annual basis and present it to the Board of Supervisory Directors; (4) prepare a proposed budget setting forth a detailed plan for capital and any other investmentthis Agreement, expenses, and projected revenue for the Company in connection with its activities over the fiscal year covered by such budget period, and present the proposed budget to the Board or Supervisory Directors; (5) manage Company property including its cash funds within such guidelines as may be set required for the sound management of the Project; 5) Approve the establishment of a Programme Review Group, as described in Article 3; 6) Consider all matters brought before it by the Board of Supervisory DirectorsProgramme Review Group, the Operating Agent, the NEA or any Party; (6) conclude contracts and agreements in the Company's name and ensure (7) distribute profits Ensure that the Operating Agent provides periodic reports and a final report on the Project to the Parties. All Project Results and reports of work performed under this Agreement shall be produced and compiled in accordance with a manner and format to be approved by the relevant provisions Management Board; 8) Approve the length of the Articles of Associationnon-disclosure period as provided in Article 6; (8) adequately insure and keep so insured the Company against all risks usually insured against by companies carrying on the same or similar business; (9) carry Carry out the other functions based on the Articles of Association that are not inconsistent with the provisions of conferred upon it by this Agreement or by the direction Unanimous Approval of the Board of Supervisory Directors; and (10) subject to Article 12.2, represent the Company in its relations with organizations, state organizations, firms, and institutions concerning the Business. (b) GTS Hermes shall procure that the Management Board shall not without the prior written approval from the Board of Supervisory Directors permit the Company to engage in any dealings with relatives (in the case of an individual) of members of the Management Board or enter into any contracts with any Shareholder or Affiliated Company which are not in the ordinary course of business for the Company or which am not on normal commercial terms such as would be offered any unrelated third party. (c) GTS Hermes shall have the right to nominate for removal or appointment of the Managing Director and the other Shareholders agree, subject to the provision set out in paragraph (d) below, to vote in favour of any such nomination, unless it cannot reasonably be expected to do so, and GTS Hermes agrees to indemnify and hold the other Shareholders harmless from and against any liabilities which it might incur as a result of any removal contemplated aboveParties. (d) Any Managing Director Unless Unanimous Approval is specifically required in this Agreement, the Management Board shall operate and reach its decisions (during a meeting or in writing) on the basis of consensus. Consensus is reached when no Party objects within the timeframe provided for a decision). When consensus is not reached and Unanimous Approval is not expressly required by this Agreement, decisions of the Management Board (during a meeting or in writing) shall require the approval of the Parties contributing to be appointed in accordance with at least 75% of the above shall have submitted to the Shareholders prior to his appointment a written statement agreeing to be bound by the confidentiality covenant set out in Article 11 of this Agreement in respect of any information labelled confidential by the Shareholderstotal Project funds. (e) GTS Hermes covenants The Management Board shall elect a Chairperson and possibly a Vice-Chairperson from amongst its members, neither of whom shall represent the Operating Agent. The Management Board can decide to elect a new Chairperson and/or Vice-Chairperson as circumstances dictate. (f) If a Programme Review Group is not constituted, as set out in Article 3(a), Management Board members may be accompanied at the Management Board meetings by other staff from their organisation (or Technical Experts subject to the conditions of Article 6(d) and (g)) and as long as they are registered in advance with the other meeting host. (g) The Management Board should meet at least once a year or as called by its Chairperson. A special meeting shall be called by the Chairperson after receiving a request from a simple majority of the Parties that it or from the Operating Agent. (h) Unless otherwise specifically agreed by the members, the Chairperson shall ensure at all times procure that the Company complies with all of its obligations under this Agreement and the Articles of Association.least thirty

Management Board. (a) Taking into account the terms of this Agreement and the Articles of Association the Management Board shall: (1) carry out the Business Plan of the Company as amended from time to time; (2) organize preparation for carrying out decisions of the Board of Supervisory Directors made in accordance with the relevant provisions of the Articles of Association and submit reports on their accomplishment; (3) prepare a proposed revision to the Business Plan on an annual basis and present it to the Board of Supervisory Directors; (4) prepare a proposed budget setting forth a detailed plan for capital and any other investment, expenses, and projected revenue for the Company in connection with its activities over the fiscal year covered by such budget period, and present the proposed budget to the Board or of Supervisory Directors; (5) manage Company property including its cash funds within such guidelines as may be set by the Board of Supervisory Directors; (6) conclude contracts and agreements in the Company's name and ensureensure their fulfilment; (7) distribute profits in accordance with the relevant provisions of the Articles of Association; (8) adequately insure and keep so insured the Company against all risks usually insured against by companies carrying on the same or similar business; (9) carry out other functions based on the Articles of Association that are not inconsistent with the provisions of this Agreement or the direction of the Board of Supervisory Directors; and (10) subject to Article 12.2, represent the Company in its relations with organizations, state organizations, firms, and institutions concerning the Business. (b) GTS Hermes shall procure that the Management Board shall not without the prior written approval from the Board of Supervisory Directors permit the Company to engage in any dealings with relatives (in the case of an individual) of members of the Management Board or enter into any contracts with any Shareholder or Affiliated Company which are not in the ordinary course of business for the Company or which am are not on normal commercial terms such as would be offered any unrelated third party. (c) GTS Hermes shall have the right to nominate for removal or appointment of the Managing Director and the other Shareholders agree, subject to the provision set out in paragraph (d) below, to vote in favour of any such nomination, unless it cannot reasonably be expected to do so, and GTS Hermes agrees to indemnify and 21 -21- hold the other Shareholders harmless from and against any liabilities liability which it might incur as a result of any removal contemplated above. (d) Any Managing Director to be appointed in accordance with the above shall have submitted to the Shareholders prior to his appointment a written statement agreeing to be bound by the confidentiality covenant set out in Article 11 of this Agreement in respect of any information labelled confidential by the Shareholders. (e) GTS Hermes covenants with the other Parties that it shall at all times procure that the Company complies with all of its obligations under this Agreement and the Articles of Association.

Management Board. 1. The Management Board shall consist of national delegations from each Contracting Party, each led by a Director-General or Permanent Secretary, or his or her nominee. 2. The role of the Management Board is to promote a co-ordinated regional approach to dealing with management issues concerning the Benguela Current Large Marine Ecosystem, and its functions include – (a) Taking into account coordinating the terms of this Agreement and implementation by the Articles of Association the Management Board shall: (1) carry out the Business Plan Contracting Parties of the Company as amended from time to time; (2) organize preparation for carrying out decisions of the Board of Supervisory Directors made in accordance with the relevant provisions of the Articles of Association Strategic Action Programme and submit reports on their accomplishment; (3) prepare a proposed revision to the Business Plan on an annual basis and present it to the Board of Supervisory Directors; (4) prepare a proposed budget setting forth a detailed plan for capital and any other investment, expenses, and projected revenue for the Company in connection with its activities over the fiscal year covered by such budget period, and present the proposed budget to the Board or Supervisory Directors; (5) manage Company property including its cash funds within such guidelines as may be set by the Board of Supervisory Directors; (6) conclude contracts and agreements in the Company's name and ensure (7) distribute profits in accordance with the relevant provisions of the Articles of Association; (8) adequately insure and keep so insured the Company against all risks usually insured against by companies carrying on the same or similar business; (9) carry out other functions based on the Articles of Association that are not inconsistent with the provisions of this Agreement or the direction of the Board of Supervisory DirectorsInterim Agreement; and (10b) subject to Article 12.2, represent advancing and representing the Company common interests of the Contracting Parties in its relations with organizations, state organizations, firms, and institutions matters concerning the BusinessBenguela Current Large Marine Ecosystem. 3. The first meeting of the Management Board shall be held within three months of this Interim Agreement entering into force in accordance with Article 16 and at that meeting the Management Board shall adopt rules and procedures for itself and determine the initial composition of the Ecosystem Advisory Committee and of the committees referred to in paragraph 10(a). 4. Unless the Management Board decides otherwise, each of its meetings shall be chaired by the head of a delegation on a rotational basis, proceeding in the order that the Contracting Parties notify each other under paragraph 1 of Article 16 that they are bound by this Interim Agreement. 5. Decisions of the Management Board shall be taken by consensus between the delegations of the Contracting Parties except that in relation to any matter that only affects two Contracting Parties, the Interim Agreement of those Contracting Parties shall be sufficient for the Management Board to take a decision on that matter. 6. Meetings of the Management Board shall be convened by the Secretariat, either in accordance with a decision of the Management Board, or at the written request of any Contracting Party. 7. The Management Board shall adopt rules and procedures for itself and for any committee or working group established by it under this Interim Agreement. 8. The Management Board shall - (a) interpret and apply the policy decisions of the Ministerial Conference; (b) GTS Hermes shall procure that oversee and direct the Management Board shall not without the prior written approval from the Board of Supervisory Directors permit the Company to engage in any dealings with relatives (in the case of an individual) of members activities of the Management Board Secretariat, the Ecosystem Advisory Committee, and any committee or enter into any contracts working group established by it in accordance with any Shareholder or Affiliated Company which are not in the ordinary course of business for the Company or which am not on normal commercial terms such as would be offered any unrelated third party.paragraph 10; (c) GTS Hermes shall have develop and approve budgets, action plans and work programmes for the right to nominate for removal or appointment of the Managing Director and the other Shareholders agree, subject to the provision set out in paragraph (d) below, to vote in favour of any such nomination, unless it cannot reasonably be expected to do so, and GTS Hermes agrees to indemnify and hold the other Shareholders harmless from and against any liabilities which it might incur as a result of any removal contemplated above.Commission; (d) Any Managing Director to be appointed integrate the recommendations of the Ecosystem Advisory Committee and any subsidiary bodies established in accordance with the above shall have submitted to the Shareholders prior to his appointment a written statement agreeing to be bound by the confidentiality covenant set out in Article 11 of this Interim Agreement in respect of and resolve any information labelled confidential by the Shareholders.conflicts between their recommendations; (e) GTS Hermes covenants appoint and oversee the Executive Secretary of the Secretariat and appoint the Ecosystem Advisory Committee co-ordinator; (f) co-ordinate the implementation of the Strategic Action Programme; (g) review periodically the effectiveness of the implementation of the Strategic Action Programme and where necessary make recommendations to the Ministerial Conference concerning amendments to the Strategic Action Programme; (h) establish mechanisms for interacting with the private sector, non- governmental organisations, and other Parties stakeholders and communities; (i) ensure that it shall at all times procure that there is adequate consultation with stakeholders in relation to the Company complies development and amendment of the Strategic Action Programme and other action plans; and (j) facilitate and support the process of negotiating and adopting a comprehensive legal instrument in accordance with all Article 10. 9. The Management Board may make recommendations to the competent authorities of its obligations under this Agreement a Contracting Party, on management issues relating to the protection, enhancement and ecologically sustainable use of the Articles Benguela Current Large Marine Ecosystem and of Associationany aspect of it, including recommendations in relation to any matter referred to in Annex 1.