Common use of Operating Committee Clause in Contracts

Operating Committee. The Operating Committee, management and decision-making body of the Consortium, is composed of representatives of the Manager, the Operator, and other Consortium Members. The Operating Committee shall be chaired by the representative of the Manager. The Operating Committee shall be responsible for ensuring full compliance with the sections of this Agreement and to supervise the Operations, in addition to resolving upon the matters listed on the Table of Competences and Resolutions. The Operating Committee shall be responsible, under paragraph Erro! Fonte de referência não encontrada., for resolving upon plans, programs, reports, projects, and other matters required for the development of the Operations subject matter of this Agreement. The Operating Committee shall be responsible, without prejudice to the competences provided for in paragraphs Erro! Fonte de referência não encontrada. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by the Operating Committee shall be recognized as Cost Oil, according to Section IV of Annex VII to this Agreement, except for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee. The Manager’s performance in the Operating Committee shall be guided by the principles of legality, morality, reasonability, proportionality, economy, efficiency, and impersonality, pursuant to the Best Practices of the Oil Industry. Acts performed by the Manager that affect the Contractors’ rights shall be duly grounded. The Operating Committee shall be created by the Consortium Members within sixty (60) days of the date of execution of this Agreement. The Operating Committee shall be considered created after its first meeting. Failure to create the Operating Committee within the term established shall not entail extension of the terms established in this Agreement.

Operating Committee. 1. The Operating Committee, management Committee is the body through which the Parties coordinate and decision-making body supervise the Petroleum Operations and shall be established within thirty (30) days of the ConsortiumEffective Date. 2. The Operating Committee has, is composed among others, the following functions: (a) to establish policies for the Petroleum Operations and to define, for this purpose, procedures and guidelines as it may deem necessary; (b) to review and, except as provided in paragraph 12, approve all Contractor’s proposals on Work Plans and Budgets (including the location of representatives Xxxxx and facilities), the General Development and Production Plan, Production Plans and Lifting Schedules; (c) to verify and supervise the accounting of costs, expenses and expenditures and the conformity of the Manageroperating and accounting records with the rules established in this Agreement, in Annex C hereof, in the OperatorPetroleum Activities Tax Law, and in other Consortium Membersapplicable legislation; (d) to establish technical and other committees whenever it deems necessary; (e) in general, to review and, except as otherwise provided in this Agreement, to decide upon all matters which are relevant to the execution of this Agreement, it being understood, however, that in all events the right to declare a Commercial Discovery is reserved exclusively to Contractor. 3. The Operating Committee shall obey the clauses of this Agreement and it cannot decide on matters that by Law or this Agreement are the exclusive responsibility of the National Concessionaire or Contractor. 4. The Operating Committee shall be chaired composed of four (4) members, two (2) of whom shall be appointed by the representative Sonangol. The other two (2) members shall be appointed by Contractor. The Operating Committee meetings cannot take place unless at least three (3) of the Managerits members are present. 5. The Operating Committee shall be headed by a Chairman who shall be appointed by Sonangol from among its representatives and who shall be responsible for ensuring full compliance with the sections of this Agreement following functions: (a) to coordinate and orient all the Operating Committee’s activities; (b) to chair the meetings and to supervise notify the OperationsParties of the timing and location of such meetings, in addition to resolving upon it being understood that the matters listed on the Table of Competences and Resolutions. The Operating Committee shall meet whenever requested by any Party; (c) to establish the agenda of the meetings, which shall include all matters which the Parties have asked to be responsiblediscussed; (d) to convey to each Party all decisions of the Operating Committee, under paragraph Erro! Fonte de referência não encontrada.within five (5) working days after the meetings; (e) to request from Operator any information and to make recommendations that have been requested by any member of the Operating Committee, for resolving upon plans, programs, reports, projects, as well as to request from Contractor any advice and studies whose execution has been approved by the Operating Committee; (f) to request from technical and other matters required committees any information, recommendations and studies that he has been asked to obtain by any member of the Operating Committee; (g) to convey to the Parties all information and data provided to him by the Operator for this effect. 6. In the case of an impediment to the Chairman of the Operating Committee, the work of any meeting will be chaired by one of the other members appointed by him for the development effect. 7. At the request of any of the Operations subject matter of this Agreement. The Parties, the Operating Committee shall prepare and approve, according to paragraph 11(c) of this Article, its internal regulations, which shall comply with the rules established in this Agreement. 8. At the Operating Committee meetings decisions shall only be responsiblemade on matters included on the respective agenda, without prejudice unless, with all members of the Operating Committee present, they agree to make decisions on any matter not so included on the competences agenda. 9. Each member of the Operating Committee shall have one (1) vote and the Chairman shall in addition have a tie breaking vote. 10. Except as provided for in paragraphs Erro! Fonte de referência não encontradaparagraph 11, the decisions of the Operating Committee are taken by simple majority of the votes present or represented, it being understood that any member may be represented by written and duly signed proxy held by another member. 11. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by Unanimous approval of the Operating Committee shall be recognized as Cost Oilrequired for: (a) approval of, according and any revision to Section IV proposed Exploration Work Plans and Budgets prepared after the first Commercial Discovery; (b) approval of, and any revision to the proposed General Development and Production Plan, the Production Plan, Lifting Schedule and Development and Production Work Plans and Budgets; (c) establishment of Annex VII to this Agreement, except rules of procedure for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee; (d) establishment of a management policy for the carrying out of responsibilities outlined in paragraph 2 of this Article, namely the procedures and guidelines as per paragraph 2(a) above. 12. The Manager’s performance in Prior to the time of declaration of the first Commercial Discovery, the Operating Committee shall review and give such advice as it deems appropriate with respect to the matters referred to in paragraph 2(e) of this Article and with respect to Contractors proposals on Exploration Work Plans and Budgets (including the location of Xxxxx and facilities). Following such review, Contractor shall make such revision of the Exploration Work Plans and Budgets as Contractor deems appropriate and shall transmit same Work Plans and Budgets to Sonangol, so that they may be guided submitted to approval of the Ministry of Petroleum under the Petroleum Activities Law. 13. The General Development and Production Plan, the Development and Production Work Plans and Budget, together with the Production Plans approved by the principles Operating Committee, shall be sent by the same to Sonangol, for submission to the Ministry of legalityPetroleum for approval under the Petroleum Activities Law. 14. Minutes shall be made of every meeting of the Operating Committee and they shall be written in the appropriate record book and signed by all members. 15. The draft of the minutes shall be prepared, moralityif possible, reasonability, proportionality, economy, efficiencywithin two (2) working days of the meeting being held and copies of it shall be sent to the Parties within the following five (5) working days, and impersonality, pursuant to the Best Practices of the Oil Industry. Acts performed by the Manager that affect the Contractors’ rights their approval shall be duly grounded. The Operating Committee shall be created by the Consortium Members deemed granted if no objection is raised within sixty ten (6010) working days of the date of execution of this Agreement. The Operating Committee shall be considered created after its first meeting. Failure to create the Operating Committee within the term established shall not entail extension receipt of the terms established in this Agreementdraft minutes.

Operating Committee. 1. The Operating Committee, management Committee is the body through which the Parties coordinate and decision-making body supervise the Petroleum Operations and shall be established within thirty (30) days of the ConsortiumEffective Date. 2. The Operating Committee has, is composed among others, the following functions: (a) to establish policies for the Petroleum Operations and to define, for this purpose, procedures and guidelines as it may deem necessary; (b) to review and, except as provided in paragraph 12, approve all Contractor Group's proposals on Work Plans and Budgets (including the location of representatives Xxxxx and facilities), the General Development and Production Plan, Production Plans and Lifting Schedules; (c) to verify and supervise the accounting of costs, expenses and expenditures and the conformity of the Manageroperating and accounting records with the rules established in this Agreement, in Annex C hereof, in the OperatorPetroleum Activities Tax Law, and in other Consortium Membersapplicable legislation; (d) to establish technical and other committees whenever it deems necessary; (e) in general, to review and, except as otherwise provided in this Agreement, to decide upon all matters which are relevant to the execution of this Agreement, it being understood, however, that in all events the right to declare a Commercial Discovery is reserved exclusively to Contractor Group. 3. The Operating Committee shall obey the clauses of this Agreement and it cannot decide on matters that by Law or this Agreement are the exclusive responsibility of the Concessionaire or Contractor Group. 4. The Operating Committee shall be chaired composed of four (4) members, two (2) of whom shall be appointed by Sonangol and the representative other two (2) by Contractor Group. The Operating Committee meetings cannot take place unless at least three (3) of the Managerits members are present. 5. The Operating Committee shall be headed by a Chairman who shall be appointed by Sonangol from among its representatives and who shall be responsible for ensuring full compliance with the sections of this Agreement following functions: (a) to coordinate and orient all the Operating Committee's activities; (b) to chair the meetings and to supervise notify the OperationsParties of the timing and location of such meetings, in addition to resolving upon it being understood that the matters listed on the Table of Competences and Resolutions. The Operating Committee shall meet whenever requested by any Party; (c) to establish the agenda of the meetings, which shall include all matters which the Parties have asked to be responsiblediscussed; (d) to convey to each Party all decisions of the Operating Committee, under paragraph Erro! Fonte de referência não encontrada.within five (5) working days after the meetings; (e) to request from Operator any information and to make recommendations that have been requested by any member of the Operating Committee, for resolving upon plans, programs, reports, projects, as well as to request from Contractor Group any advice and studies whose execution has been approved by the Operating Committee; (f) to request from technical and other matters required committees any information, recommendations and studies that he has been asked to obtain by any member of the Operating Committee; (g) to convey to the Parties all information and data provided to him by the Operator for this effect. 6. In the case of an impediment to the Chairman of the Operating Committee, the work of any meeting will be chaired by one of the other members appointed by him for the development effect. 7. At the request of any of the Operations subject matter of this Agreement. The Parties, the Operating Committee shall prepare and approve, according to paragraph 11(c) of this Article, its internal regulations, which shall comply with the procedures established in this Agreement. 8. At the Operating Committee meetings decisions shall only be responsiblemade on matters included on the respective agenda, without prejudice unless, with all members of the Operating Committee present, they agree to make decisions on any matter not so included on the competences agenda. 9. Each member of the Operating Committee shall have one (1) vote and the Chairman shall in addition have a tie breaking vote. 10. Except as provided for in paragraphs Erro! Fonte de referência não encontradaparagraph 11, the decisions of the Operating Committee are taken by simple majority of the votes present or represented, it being understood that any member may be represented by written and duly signed proxy held by another member. 11. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by Unanimous approval of the Operating Committee shall be recognized as Cost Oilrequired for: (a) approval of, according and any revision to Section IV proposed Exploration Work Plans and Budgets prepared after the first Commercial Discovery; (b) approval of, and any revision to the proposed General Development and Production Plan, the Production Plan, Lifting Schedule and Development and Production Work Plans and Budgets; (c) establishment of Annex VII to this Agreement, except rules of procedure for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee; (d) establishment of a management policy for the carrying out of responsibilities outlined in paragraph 2 of this Article, namely the procedures and guidelines as per paragraph 2(a) above. (e) determination of the estimated rate of return as per Article 11. 12. The Manager’s performance in Prior to the time of declaration of the first Commercial Discovery, the Operating Committee shall review and give such advice as it deems appropriate with respect to the matters referred to in paragraph 2(e) of this Article and with respect to Contractor Group's proposals on Exploration Work Plans and Budgets (including the location of Xxxxx and facilities). Following such review, Contractor Group shall make such revision of the Exploration Work Plans and Budgets as Contractor Group deems appropriate and shall transmit same Work Plans and Budgets to Sonangol, so that they may be guided submitted to approval of the Ministry of Petroleum under the Petroleum Activities Law. 13. The General Development and Production Plan, the Development and Production Work Plans and Budget, together with the Production Plans approved by the principles Operating Committee, shall be sent by the same to Sonangol, for submission to the Ministry of legalityPetroleum for approval under the Petroleum Activities Law. 14. Minutes shall be made of every meeting of the Operating Committee and they shall be written in the appropriate record book and signed by all members. 15. The draft of the minutes shall be prepared, moralityif possible, reasonability, proportionality, economy, efficiencyon the day that the meeting is held and copies of it shall be sent to the Parties within the following five (5) working days, and impersonality, pursuant to the Best Practices of the Oil Industry. Acts performed by the Manager that affect the Contractors’ rights their approval shall be duly grounded. The Operating Committee shall be created by the Consortium Members deemed granted if no objection is raised within sixty ten (6010) working days of the date of execution of this Agreement. The Operating Committee shall be considered created after its first meeting. Failure to create the Operating Committee within the term established shall not entail extension receipt of the terms established in this Agreementdraft minutes.

Operating Committee. 1. The Operating Committee, management Committee is the body through which the Parties coordinate and decision-making body supervise the Petroleum Operations and shall be established within thirty (30) days of the ConsortiumEffective Date. 2. The Operating Committee has, is composed among others, the following functions: (a) to establish policies for the Petroleum Operations and to define, for this purpose, procedures and guidelines as it may deem necessary; (b) to review and, except as provided in paragraph 12, approve all Contractor’s proposals on Work Plans and Budgets (including the location of representatives Xxxxx and facilities), the General Development and Production Plan, Production Plans and Lifting Schedules; (c) to verify and supervise the accounting of costs, expenses and expenditures and the conformity of the Manageroperating and accounting records with the rules established in this Agreement, in Annex C hereof, in the OperatorPetroleum Activities Tax Law, and in other Consortium Membersapplicable legislation; (d) to establish technical and other committees whenever it deems necessary; (e) in general, to review and, except as otherwise provided in this Agreement, to decide upon all matters which are relevant to the execution of this Agreement, it being understood, however, that in all events the right to declare a Commercial Discovery is reserved exclusively to Contractor. 3. The Operating Committee shall obey the clauses of this Agreement and it cannot decide on matters that by Law or this Agreement are the exclusive responsibility of the National Concessionaire or Contractor. 4. The Operating Committee shall be chaired composed of four (4) members, two (2) of whom shall be appointed by the representative Sonangol. The other two (2) members shall be appointed by Contractor. The Operating Committee meetings cannot take place unless at least three (3) of the Managerits members are present. 5. The Operating Committee shall be headed by a Chairman who shall be appointed by Sonangol from among its representatives and who shall be responsible for ensuring full compliance with the sections of this Agreement following functions: (a) to coordinate and orient all the Operating Committee’s activities; (b) to chair the meetings and to supervise notify the OperationsParties of the timing and location of such meetings, in addition to resolving upon it being understood that the matters listed on the Table of Competences and Resolutions. The Operating Committee shall meet whenever requested by any Party; (c) to establish the agenda of the meetings, which shall include all matters which the Parties have asked to be responsiblediscussed; (d) to convey to each Party all decisions of the Operating Committee, under paragraph Erro! Fonte de referência não encontrada.within five (5) working days after the meetings; (e) to request from Operator any information and to make recommendations that have been requested by any member of the Operating Committee, for resolving upon plans, programs, reports, projects, as well as to request from Contractor any advice and studies whose execution has been approved by the Operating Committee; (f) to request from technical and other matters required committees any information, recommendations and studies that he has been asked to obtain by any member of the Operating Committee; (g) to convey to the Parties all information and data provided to him by the Operator for this effect. 6. In the case of an impediment to the Chairman of the Operating Committee, the work of any meeting will be chaired by one of the other members appointed by him for the development effect. 7. At the request of any of the Operations subject matter of this Agreement. The Parties, the Operating Committee shall prepare and approve, according to paragraph 11(c) of this Article, its internal regulations, which shall comply with the rules established in this Agreement. 8. At the Operating Committee meetings decisions shall only be responsiblemade on matters included on the respective agenda, without prejudice unless, with all members of the Operating Committee present, they agree to make decisions on any matter not so included on the competences agenda. 9. Each member of the Operating Committee shall have one (1) vote and the Chairman shall in addition have a tie breaking vote. 10. Except as provided for in paragraphs Erro! Fonte de referência não encontradaparagraph 11, the decisions of the Operating Committee are taken by simple majority of the votes present or represented, it being understood that any member may be represented by written and duly signed proxy held by another member. 11. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by Unanimous approval of the Operating Committee shall be recognized as Cost Oilrequired for: (a) approval of, according and any revision to Section IV proposed Exploration Work Plans and Budgets prepared after the first Commercial Discovery; (b) approval of, and any revision to the proposed General Development and Production Plan, the Production Plan, Lifting Schedule and Development and Production Work Plans and Budgets; (c) establishment of Annex VII to this Agreement, except rules of procedure for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee; (d) establishment of a management policy for the carrying out of responsibilities outlined in paragraph 2 of this Article, namely the procedures and guidelines as per paragraph 2(a) above. 12. The Manager’s performance in Prior to the time of declaration of the first Commercial Discovery, the Operating Committee shall review and give such advice as it deems appropriate with respect to the matters referred to in paragraph 2(e) of this Article and with respect to Contractor’s proposals on Exploration Work Plans and Budgets (including the location of Xxxxx and facilities). Following such review, Contractor shall make such revision of the Exploration Work Plans and Budgets as Contractor deems appropriate and shall transmit same Work Plans and Budgets to Sonangol, so that they may be guided submitted to approval of the Ministry of Petroleum under the Petroleum Activities law. 13. The General Development and Production Plan, the Development and Production Work Plans and Budget, together with the Production Plans approved by the principles Operating Committee, shall be sent by the same to Sonangol, for submission to the Ministry of legalityPetroleum for approval under the Petroleum Activities Law. 14. Minutes shall be made of every meeting of the Operating Committee and they shall be written in the appropriate record book and signed by all members. 15. The draft of the minutes shall be prepared, moralityif possible, reasonability, proportionality, economy, efficiencywithin two (2) working days of the meeting being held and copies of it shall be sent to the Parties within the following five (5) working days, and impersonality, pursuant to the Best Practices of the Oil Industry. Acts performed by the Manager that affect the Contractors’ rights their approval shall be duly grounded. The Operating Committee shall be created by the Consortium Members deemed granted if no objection is raised within sixty ten (6010) working days of the date of execution of this Agreement. The Operating Committee shall be considered created after its first meeting. Failure to create the Operating Committee within the term established shall not entail extension receipt of the terms established in this Agreementdraft minutes.

Operating Committee. Composition and duties 1.1. The Operating Committee, management and decision-making body of the Consortium, is composed of representatives of the Manager, the Operator, and other Consortium Members. 1.1.1. The Operating Committee shall be composed of one (1) full member of each Consortium Member. 1.1.2. Each full member may be replaced by one (1) alternate member. 1.1.3. Any Consortium Member may appoint or replace their regular and alternate representatives in the Operating Committee at any time. 1.1.4. Each full member shall have the right to be escorted by consultants in any Operating Committee meeting. 1.2. The Operating Committee shall be chaired by the representative of the Manager. The Operating Committee shall be responsible for ensuring full compliance with the sections of this Agreement and to supervise the Operations, in addition to resolving upon the matters listed on the Table of Competences and Resolutions. The Operating Committee shall be responsible, under paragraph Erro! Fonte de referência não encontrada’s representative., for resolving upon plans, programs, reports, projects, and other matters required for the development of the Operations subject matter of this Agreement. The Operating Committee shall be responsible, without prejudice to the competences provided for in paragraphs Erro! Fonte de referência não encontrada. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by the Operating Committee shall be recognized as Cost Oil, according to Section IV of Annex VII to this Agreement, except for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee 1.3. The Manager’s performance in the Operating Committee shall be guided by the principles of legality, morality, reasonability, proportionality, economy, efficiency, and impersonality, pursuant to the Best Practices of the Oil Industry. 1.4. Acts performed by the Manager that affect the ContractorsContracted Parties’ rights shall be duly groundedjustified. 1.5. The Operating Committee shall be created by responsible for: a) resolving upon the Consortium Members within sixty (60issues listed in the Table of Competences and Resolutions; b) days of ensuring full compliance with the date of execution sections of this Agreement; c) supervising the Operations performed; d) resolving upon plans, programs, reports, projects, and other matters required for the performance of the Operations subject matter of this Agreement; e) ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Two of this Agreement, in addition to the provisions in the subsequent paragraphs and in Annex IV. 1.6. The Expenditures approved by the Operating Committee shall be considered created after its first meeting. Failure recognized as Cost Oil, according to create Section IV of Annex V to this Agreement, except for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee within the term established shall not entail extension of the terms established in this AgreementCommittee.

Operating Committee. 1. The Operating Committee, management Committee is the body through which the Parties coordinate and decision-making body supervise the Petroleum Operations and shall be established within thirty (30) days of the ConsortiumEffective Date. 2. The Operating Committee has, is composed among others, the following functions: (a) to establish policies for the Petroleum Operations and to define, for this purpose, procedures and guidelines as it may deem necessary; (b) to review and, except as provided in paragraph 12, approve all Contractor’s proposals on Work Plans and Budgets (including the location of representatives Wells and facilities), the General Development and Production Plan, Production Plans and Lifting Schedules; (c) to verify and supervise the accounting of costs, expenses and expenditures and the conformity of the Manageroperating and accounting records with the rules established in this Agreement, in Annex C hereof, in the OperatorPetroleum Activities Tax Law, and in other Consortium Membersapplicable legislation; (d) to establish technical and other committees whenever it deems necessary; (e) in general, to review and, except as otherwise provided in this Agreement, to decide upon all matters which are relevant to the execution of this Agreement, it being understood, however, that in all events the right to declare a Commercial Discovery is reserved exclusively to Contractor. 3. The Operating Committee shall obey the clauses of this Agreement and it cannot decide on matters that by Law or this Agreement are the exclusive responsibility of the National Concessionaire or Contractor. 4. The Operating Committee shall be chaired composed of four (4) members, two (2) of whom shall be appointed by the representative Sonangol. The other two (2) members shall be appointed by Contractor. The Operating Committee meetings cannot take place unless at least three (3) of the Managerits members are present. 5. The Operating Committee shall be headed by a Chairman who shall be appointed by Sonangol from among its representatives and who shall be responsible for ensuring full compliance with the sections of this Agreement following functions: (a) to coordinate and orient all the Operating Committee’s activities; (b) to chair the meetings and to supervise notify the OperationsParties of the timing and location of such meetings, in addition to resolving upon it being understood that the matters listed on the Table of Competences and Resolutions. The Operating Committee shall meet whenever requested by any Party; (c) to establish the agenda of the meetings, which shall include all matters which the Parties have asked to be responsiblediscussed; (d) to convey to each Party all decisions of the Operating Committee, under paragraph Erro! Fonte de referência não encontrada.within five (5) working days after the meetings; (e) to request from Operator any information and to make recommendations that have been requested by any member of the Operating Committee, for resolving upon plans, programs, reports, projects, as well as to request from Contractor any advice and studies whose execution has been approved by the Operating Committee; (f) to request from technical and other matters required committees any information, recommendations and studies that he has been asked to obtain by any member of the Operating Committee; (g) to convey to the Parties all information and data provided to him by the Operator for this effect. 6. In the case of an impediment to the Chairman of the Operating Committee, the work of any meeting will be chaired by one of the other members appointed by him for the development effect. 7. At the request of any of the Operations subject matter of this Agreement. The Parties, the Operating Committee shall prepare and approve, according to paragraph 11(c) of this Article, its internal regulations, which shall comply with the rules established in this Agreement. 8. At the Operating Committee meetings decisions shall only be responsiblemade on matters included on the respective agenda, without prejudice unless, with all members of the Operating Committee present, they agree to make decisions on any matter not so included on the competences agenda. 9. Each member of the Operating Committee shall have one (1) vote and the Chairman shall in addition have a tie breaking vote. 10. Except as provided for in paragraphs Erro! Fonte de referência não encontradaparagraph 11, the decisions of the Operating Committee are taken by simple majority of the votes present or represented, it being understood that any member may be represented by written and duly signed proxy held by another member. 11. and Erro! Fonte de referência não encontrada., for ensuring compliance with the Local Content contracted, pursuant to Section Twenty-Five, in addition to the provisions in the subsequent paragraphs and in Annex IX. Expenditures approved by Unanimous approval of the Operating Committee shall be recognized as Cost Oilrequired for: (a) approval of, according and any revision to Section IV proposed Exploration Work Plans and Budgets prepared after the first Commercial Discovery; (b) approval of, and any revision to the proposed General Development and Production Plan, the Production Plan, Lifting Schedule and Development and Production Work Plans and Budgets; (c) establishment of Annex VII to this Agreement, except rules of procedure for events expressly provided for in this Agreement or made explicit by the Manager in the Operating Committee; (d) establishment of a management policy for the carrying out of responsibilities outlined in paragraph 2 of this Article, namely the procedures and guidelines as per paragraph 2(a) above. 12. The Manager’s performance in Prior to the time of declaration of the first Commercial Discovery, the Operating Committee shall review and give such advice as it deems appropriate with respect to the matters referred to in paragraph 2(e) of this Article and with respect to Contractors proposals on Exploration Work Plans and Budgets (including the location of Xxxxx and facilities). Following such review, Contractor shall make such revision of the Exploration Work Plans and Budgets as Contractor deems appropriate and shall transmit same Work Plans and Budgets to Sonangol, so that they may be guided submitted to approval of the Ministry of Petroleum under the Petroleum Activities Law. 13. The General Development and Production Plan, the Development and Production Work Plans and Budget, together with the Production Plans approved by the principles Operating Committee, shall be sent by the same to Sonangol, for submission to the Ministry of legalityPetroleum for approval under the Petroleum Activities Law. 14. Minutes shall be made of every meeting of the Operating Committee and they shall be written in the appropriate record book and signed by all members. 15. The draft of the minutes shall be prepared, moralityif possible, reasonability, proportionality, economy, efficiencywithin two (2) working days of the meeting being held and copies of it shall be sent to the Parties within the following five (5) working days, and impersonality, pursuant to the Best Practices of the Oil Industry. Acts performed by the Manager that affect the Contractors’ rights their approval shall be duly grounded. The Operating Committee shall be created by the Consortium Members deemed granted if no objection is raised within sixty ten (6010) working days of the date of execution of this Agreement. The Operating Committee shall be considered created after its first meeting. Failure to create the Operating Committee within the term established shall not entail extension receipt of the terms established in this Agreementdraft minutes.