Common use of Role Clause in Contracts

Role. The Participants Committee shall serve in an advisory role to ISO and shall perform those functions on behalf of the NEPOOL Participants and, in relevant instances, the Individual Participants, as set forth in this Agreement, including without limitation the following: (a) Adopt and approve at each annual meeting a budget for Participant Expenses for the ensuing calendar year, giving due consideration to budgetary requests of each committee, subcommittee, task force or working group, and modifying that budget as necessary from time to time after its adoption; (b) Enter into contractual arrangements on behalf of the NEPOOL Participants in support of matters relating to their rights and obligations hereunder including, without limitation, the authority to retain counsel and consultants, to procure computer time, and to procure through contract, purchase or otherwise access to such facilities and such materials and supplies as may be needed for the Principal Committees and their subcommittees, task forces, working groups and counsel and consultants to perform their respective responsibilities; (c) Make filings if and as appropriate before and participate on behalf of the NEPOOL Participants in proceedings before the Commission and other Governmental Authorities; (d) Vote on new Market Rules, Operating Procedures, Manuals, Reliability Standards, Information Policy and changes thereto, and on Installed Capacity Requirements and changes to General Tariff Provisions and Non-TO OATT Provisions, consistent with the procedures set forth in Section 11.1.3; (e) Establish or approve schedules fixing the amounts to be paid by Governance Participants to permit the recovery of Participant Expenses; (f) Establish conditions and procedures (i) for addressing applications for Entities to become NEPOOL Participants and (ii) for terminating their NEPOOL Participant status; (g) Delegate its powers and duties to one or more of the Technical Committees, subcommittees, working groups, task forces or other entity as it sees fit, provided that (i) such delegation is clearly stated and approved by a Participants Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any NEPOOL Participant to the Participants Committee provided such an appeal is taken prior to the end of the fifth business day following the action on that matter(s) so delegated; (h) Act on any appeals to it of any action by a Technical Committee, or subcommittee, working group, task force or other entity pursuant to delegated authority by the Participants Committee; (i) Take action to (A) enforce the provisions of this Agreement against ISO and (B) enforce the provisions of the RNA against NEPOOL Participants; (j) To the extent not otherwise covered under Section 8.1.2(d), and consistent with this Agreement, vote on a matter as submitted by, amend and conduct a vote on a matter submitted by, and/or resubmit a matter for additional comment to, one or more Technical Committees, subject to any limitations otherwise set forth in this Agreement; (k) Vote on slates of nominees for the ISO Board recommended to it by the Nominating Committee in accordance with Section 13.2.1; and (l) Provide advice and undertake such other actions as are needed to exercise any other powers and duties as are conferred or imposed upon it by other sections of this Agreement, or for which ISO may seek input and advice.

Role. The Participants Steering Committee shall serve in an advisory role to ISO thus: Decide the political and shall perform those functions on behalf strategic orientation of the NEPOOL Participants and, in relevant instances, project; Decide upon the Individual Participants, as set forth in this Agreement, including without limitation the following: (a) Adopt and approve at each annual meeting a budget for Participant Expenses for the ensuing calendar year, giving due consideration to budgetary requests of each committee, subcommittee, task force or working group, and modifying that budget as necessary from time to time after its adoption; (b) Enter into contractual arrangements on behalf of the NEPOOL Participants in support of matters relating to their rights and obligations hereunder including, without limitation, the authority to retain counsel and consultants, to procure computer time, and to procure through contract, purchase or otherwise access to such facilities and such materials and supplies as may be needed for the Principal Committees and their subcommittees, task forces, working groups and counsel and consultants to perform their respective responsibilities; (c) Make filings if and as appropriate before and participate on behalf of the NEPOOL Participants in proceedings before the Commission and other Governmental Authorities; (d) Vote on new Market Rules, Operating Procedures, Manuals, Reliability Standards, Information Policy and changes thereto, and on Installed Capacity Requirements and changes to General Tariff Provisions and Non-TO OATT Provisions, consistent with the procedures set forth in Section 11.1.3; (e) Establish or approve schedules fixing the amounts to be paid by Governance Participants to permit the recovery of Participant Expenses; (f) Establish conditions and procedures (i) for addressing applications for Entities to become NEPOOL Participants and (ii) for terminating their NEPOOL Participant status; (g) Delegate its powers and duties to one or more of the Technical Committees, subcommittees, working groups, task forces or other entity as it sees fit, provided that (i) such delegation is clearly stated and approved by a Participants Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any NEPOOL Participant amendments to the Participants Committee provided such an appeal is taken prior to Consortium Agreement; May decide upon the end inclusion of the fifth business day following the action on that matter(s) so delegated; (h) Act on any appeals to it of any action by a Technical Committee, or subcommittee, working group, task force or other entity pursuant to delegated authority by the Participants Committee; (i) Take action to (A) enforce the provisions of this Agreement against ISO and (B) enforce the provisions of the RNA against NEPOOL Participants; (j) To the extent not otherwise covered under Section 8.1.2(d), and consistent with this Agreement, vote new participant on a matter as submitted byunanimous basis, amend and conduct a vote on a matter submitted by, and/or resubmit a matter for additional comment to, one or more Technical Committees, subject to any limitations otherwise set forth in this Agreement; (k) Vote on slates of nominees for the ISO Board recommended to it by the Nominating Committee in accordance with Section 13.2.1the EC Contract; and May authorise, by unanimous vote, minus that of the Contractor concerned, the withdrawal or the exclusion of a Contractor, in accordance with the EC Contract; In case of default by a Contractor (l) Provide advice “Defaulting Contractor”), may decide on measures to be taken against the Defaulting Contractor Deciding upon the Description of Work and undertake such other actions as are needed to exercise any other powers coordinating the activities between WorkPackages and duties as are conferred or imposed among the Contractors Deciding, by unanimous vote, upon it by other sections the major changes in the current Description of this AgreementWork, particularly on the termination, creation, or reallocation of efforts and funds to the workpackages and of reassignment of activities and reallocation of funds to the Contractors Monitor the implementation, by Work Package, of the decisions taken within the Consortium and ensure that the Work Packages perform on time their respective tasks. with regards to the project Description of Work, Arbitrate, in case of a deadlock situation within a Work Package, upon consultation of the Work Package leader; Decide, by unanimous vote, the Consortium’s budget and the financial allocation of the EU contribution between the various activities/ Work packages on the one hand, and between the various Contractors on the other; Decide, by unanimous vote, upon all significant modifications of the planned financial operations; Decide the annual validation of the realised expenditure in accordance to the budget; Authorise any Contractor within a Workpackage, after authorisation of the Workpackage leader concerned, to subcontract certain elements of its tasks in accordance with the EC Contract; Deal with ethical and gender equity issues; Review and authorise contemplated publications and communications in connection with Knowledge generated within the Project pursuant to article 9; Suggest measures for which ISO protection, defence and valorisation of the Knowledge generated within the Project; Suggest the acquisition of rights from third parties; Any decision of the Steering Committee may seek input be taken -in meetings, or via telephonic or electronic conference -without a vote, if a written consent, setting forth the decisions so taken, is signed, even by electronic means, by representatives of the Contractors having at least the minimum number of votes that would be necessary to take such decision. The Steering Committee may validly meet if 3/4 of its members are present or represented. In case Quorum is not met, the Steering Committee will be convened once again within no more than two (2) weeks from this date and advicemay validly deliberate even in the absence of quorum. All members of the Steering Committee may grant a power of attorney to other members to represent them as their proxies, with a limit of one (1) proxy per Contractor.. Each member of the Steering Committee shall have one (1) vote. Subject to the cases set forth above expressly requiring a unanimous vote, decisions shall be taken upon a majority of 2/ 3 of the votes of the members present or represented. For decisions requiring unanimity, in case such unanimity cannot be reached, the Coordinator shall arbitrate the issue taking into account the requests from the dissenting Contractors. Minutes of the meeting shall be dispatched to all members of the Steering Committee within fifteen (15) days of the concerned meeting. Minutes shall be considered as accepted by the members of the Steering Committee if, within fifteen (15) calendar days from receipt thereof, no member present or represented at the said meeting has objected in writing to the Chairperson of the Steering Committee.

Role. The Participants Committee shall serve in an advisory role of Union delegates is to ISO represent the collective and shall perform those individual interests of Union members. Some examples of specific functions on behalf of Union delegates include: • understanding Agreement conditions and representing Employee issues concerning the application of the NEPOOL Participants andAgreement conditions; • representing Union members’ local grievances to local Supervisors and Managers; • conducting discussions with local management to resolve local grievances; • participating in joint Union-management consultative processes; • meeting, in relevant instances, the Individual Participants, as set forth in this Agreement, including without limitation the following: (a) Adopt communicating with and approve at each annual meeting a budget for Participant Expenses for the ensuing calendar year, giving due consideration interviewing members to budgetary requests of each committee, subcommittee, task force or working group, ascertain issues; and modifying that budget as necessary from time • explaining to time after its adoption; (b) Enter into contractual arrangements on behalf of the NEPOOL Participants in support of matters relating to local members regarding their rights and obligations hereunder includingentitlements (Agreement conditions, without limitationHR policy, OH&S policy etc). Union delegates shall be entitled to the authority following: • the right to retain counsel formal recognition by management that endorsed Union delegates represent Union members in the workplace; • the right to be treated fairly and consultants, to procure computer time, and to procure through contract, purchase or otherwise access to such facilities and such materials and supplies as may be needed for the Principal Committees and their subcommittees, task forces, working groups and counsel and consultants to perform their respective responsibilities; (c) Make filings if role as Union delegate without any discrimination in their employment; • the right during working hours to perform delegate duties subject to the following principles: - such activities must not disrupt operations; - the Union delegate must not leave his or her work station and as appropriate before must not cease normal duties without prior discussion and participate on behalf agreement with the designated Manager or Supervisor; - agreement won’t be withheld unreasonably, but it is expected that to the extent practicable, the role of the NEPOOL Participants Union delegate will be done in proceedings before the Commission delegate’s own time; - the period of work time proposed to undertake delegate duties must be discussed and other Governmental Authorities; (d) Vote agreed with the delegate’s workplace Manager in each instance. Subject to operational requirements, a reasonable period of time will normally be allowed which may vary depending on new Market Rulesthe issue and the seriousness of it. As a guide, Operating Procedures15 minutes of paid time per shift may be used for delegate duties. However, Manualsthe actual period may be shorter but where the issue is serious, Reliability Standards, Information Policy longer periods may be appropriate. • the right to request appropriate information that is relevant to a member’s issue; • the right to represent local workplace grievances of Union members and changes thereto, and support the member where requested; • the right to interview a member to ascertain the facts about an issue; • the right to consult with management on Installed Capacity Requirements and changes to General Tariff Provisions and Non-TO OATT Provisions, local workplace matters affecting the interests of Union members consistent with these guidelines; • the procedures set forth in Section 11.1.3; right to meet with Union member(s) during their own time (e) Establish or approve schedules fixing i.e. during lunch/tea breaks and before / after normal shift times); • the amounts right to be paid by Governance Participants their normal hourly rates for any time discussed and agreed with management that is spent during ordinary working hours in the performance of their duties as Union delegates; • the right to permit the recovery of Participant Expenses; paid leave to attend Union courses (f) Establish conditions and procedures (i) which include courses for addressing applications for Entities Union delegate training), which conform to become NEPOOL Participants and (ii) for terminating their NEPOOL Participant status; (g) Delegate its powers and duties to one or more of the Technical Committees, subcommittees, working groups, task forces or other entity as it sees fit, provided that (i) such delegation is clearly stated and approved by a Participants Committee action, (ii) such delegation does not violate any other provision set forth herein, and (iii) the action of such entity on any matter delegated to it may be appealed by any NEPOOL Participant to the Participants Committee provided such an appeal is taken prior to the end of the fifth business day following the action on that matter(s) so delegated; (h) Act on any appeals to it of any action by a Technical Committee, or subcommittee, working group, task force or other entity pursuant to delegated authority by the Participants Committee; (i) Take action to (A) enforce the provisions of this Agreement against ISO and (B) enforce the provisions Clause 13.8 of the RNA against NEPOOL Participants; (j) To the extent not otherwise covered under Section 8.1.2(d), and consistent with this Agreement, vote on a matter as submitted by, amend and conduct a vote on a matter submitted by, and/or resubmit a matter for additional comment to, one or more Technical Committees, . This right is subject to prior approval of the workplace Manager and the operating requirements of Decipha Pty Limited; • the entitlement to paid leave where summoned to appear as a witness in proceedings under the Act. The leave shall only be for such time as the delegate is necessarily absent from duty attending as a witness. The Union delegate must advise their workplace Manager, who will in turn advise the National Human Resources Manager of such requirements. • the right to place Union authorised information on notice boards located in the workplace. Decipha retains the right to reject and remove any limitations otherwise set forth material that is not in this Agreement; (k) Vote on slates of nominees for the ISO Board recommended relation to it Agreement related matters or that has not been properly authorised by the Nominating Committee in accordance with Section 13.2.1; and (l) Provide advice and undertake such other actions as are needed to exercise any other powers and duties as are conferred or imposed upon it by other sections relevant State Secretary of this Agreement, or for which ISO may seek input and advicethe Union.