Common use of THE BUSINESS OF THE COMPANY Clause in Contracts

THE BUSINESS OF THE COMPANY. 3.1 The Shareholder and the Company agree that unless and until they agree otherwise, the business of the Company shall be to carryout activities entrusted to it by the Shareholder in accordance with the Business Plan on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distribution. 3.2 The first Business Plan of the Company is set out in schedule 2 to this Agreement. The Company shall circulate a revised version of the then current Business Plan to the Shareholder by the end of November in each year and invite the Shareholder to provide comments on the proposed Business Plan or to provide Shareholder Consent. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject to the receipt of Shareholder Consent, before the end of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated and revised Business Plan. No adoption, variation or replacement of any Business Plan shall take effect unless such adoption, variation or replacement has received Shareholder Consent. 3.3 Each Business Plan shall be substantially in the format of the first Business Plan and shall be for a three year period. 3.4 Notwithstanding any other provision of this clause 3, following the requisite approval by the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall become, the Business Plan for the relevant Accounting Periods. For any period when a proposed Business Plan presented under clause 3.3 has not been approved and adopted by the Directors in accordance with this Agreement the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 The Company shall circulate a draft Remuneration Policy to the Shareholder on or before 10 October 2017.

THE BUSINESS OF THE COMPANY. 3.1 2.1 The Shareholder parties acknowledge and the Company agree that unless and until they agree otherwise, the business of the Company shall be the provision of the markets service grounds maintenance activity and property consultancy and development services to carryout activities entrusted the Council and to it by the Shareholder other customers in accordance with the Business Plan Plan. The Company shall: 2.1.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit, on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distributionprinciples; and 2.1.2 transact all its business on arm's length terms. 3.2 2.2 The first Business Plan of the Company is set out in schedule 2 to agreed form and will be approved by the Board of Directors as soon as reasonably practicable following execution of this Agreement. The Company shall circulate a revised version of the then current Business Plan to the Shareholder by Committee annually in advance of the end of November in each coming financial year and invite the Shareholder Committee to provide comments on the proposed Business Plan or to provide Shareholder ConsentPlan. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject to Following the receipt of Shareholder Consentsuch comments, before the end Board of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated update and revised revise the proposed Business PlanPlan and forward it to the Shareholder for consent in accordance with clause 6. No adoption, variation or replacement of any Business Plan shall take effect unless such adoption, variation or replacement has received Shareholder Consentconsent in accordance with clause 6. 3.3 2.3 Each Business Plan shall be substantially in the format of the first Business Plan and shall be for a three five year period. 3.4 2.4 Notwithstanding any other provision of this clause 3, 2 following the requisite approval by the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall become, the Business Plan for of the relevant Accounting PeriodsCompany. For any period when a proposed Business Plan presented under clause 3.3 2.2 has not been approved in accordance with clause 6 and adopted by the Directors in accordance with this Agreement Agreement, the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 2.5 The principal place of business of the Company and the principal place for management of the Company shall circulate a draft Remuneration Policy to be within the Shareholder on or before 10 October 2017boundaries of East Cambridgeshire, unless otherwise agreed in writing by the Council.

THE BUSINESS OF THE COMPANY. 3.1 2.1 The Shareholder parties acknowledge and the Company agree that unless and until they agree otherwise, the business of the Company shall be the provision of the waste & recycling service and grounds maintenance activity to carryout activities entrusted the Council and to it by the Shareholder other customers in accordance with the Business Plan Plan. The Company shall: 2.1.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit, on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distributionprinciples; and 2.1.2 transact all its business on arm's length terms. 3.2 2.2 The first Business Plan of the Company is set out in schedule 2 to agreed form and will be approved by the Board of Directors as soon as reasonably practicable following execution of this Agreement. The Company shall circulate a revised version of the then current Business Plan to the Shareholder by Committee annually in advance of the end of November in each coming financial year and invite the Shareholder Committee to provide comments on the proposed Business Plan or to provide Shareholder ConsentPlan. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject to Following the receipt of Shareholder Consentsuch comments, before the end Board of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated update and revised revise the proposed Business PlanPlan and forward it to the Shareholder for consent in accordance with clause 6. No adoption, variation or replacement of any Business Plan shall take effect unless such adoption, variation or replacement has received Shareholder Consentconsent in accordance with clause 6. 3.3 2.3 Each Business Plan shall be substantially in the format of the first Business Plan and shall be for a three year period. 3.4 2.4 Notwithstanding any other provision of this clause 3, 2 following the requisite approval by the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall become, the Business Plan for of the relevant Accounting PeriodsCompany. For any period when a proposed Business Plan presented under clause 3.3 2.2 has not been approved in accordance with clause 6 and adopted by the Directors in accordance with this Agreement Agreement, the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 2.5 The principal place of business of the Company and the principal place for management of the Company shall circulate a draft Remuneration Policy to be within the Shareholder on or before 10 October 2017boundaries of East Cambridgeshire, unless otherwise agreed in writing by the Council.

THE BUSINESS OF THE COMPANY. 3.1 The Shareholder acknowledges and the Company agree agrees that unless and until they agree it indicates otherwise, the business Business of the Company shall be to carryout activities entrusted provide services to it by the Shareholder in accordance with the Business Plan on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distributionexternal customers. 3.2 The first Business Plan of the Company is set out in schedule 2 attached as Schedule 3 to this Agreement, and by such attachment the Shareholder indicates its agreement to the first Business Plan. The first and each subsequent Business Plan shall cover a 4 year rolling period, and shall be refreshed on an annual basis. On each such annual refresh the Company shall circulate a revised version of the then current its new 4 year Business Plan to the Shareholder for approval. The Shareholder shall use its reasonable endeavours to either approve the new Business Plan, or to provide comments indicating any areas of disapproval, as quickly as possible and in any event within 2 months of receipt. In the event that the new Business Plan is agreed by the end of November in each year and invite Shareholder the Directors shall adopt the Business Plan at its next convenient Board meeting. In the event that the Shareholder does not agree the new Business Plan, the Directors shall meet the Shareholder to provide comments on discuss any points of disagreement with a view to producing an agreed draft, but in the proposed event that there is no such agreement, the Shareholder may direct the Directors either to adopt a new Business Plan with which the Shareholder agrees, or to provide Shareholder Consent. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject revert to the receipt of Shareholder Consent, before the end of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated and revised then current Business Plan. No adoptionnew Business Plan or any annual refresh or any material variation, variation updating or replacement of any existing Business Plan shall take effect be valid unless such adoptionnew, variation refreshed, materially varied or replacement updated version has received Shareholder Consentbeen adopted by the Company in accordance with the provisions of this clause. 3.3 Each new Business Plan shall be substantially in the format of the first preceding Business Plan and shall be for a three 4 year period. 3.4 Notwithstanding any other provision rolling period and refreshed on an annual basis in accordance with the provisions of this clause 3Clause 3.2 above. For the avoidance of doubt, following the requisite approval by Company and the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall becomeShareholder acknowledge that unless they agree otherwise, the Business Plan for (and any refresh of it) may relate to both the relevant Accounting Periods. Company and to any other trading company owned by the Shareholder. 3.4 For the further avoidance of doubt, throughout any period when a proposed any new or refreshed Business Plan which has been presented for comment to the Shareholder under clause 3.3 3.2 above has not been approved and properly adopted by the Directors Company fully in accordance with this Agreement the provisions of Clause 3.2 above, the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 The Subject to the provisions of this Agreement, the Shareholder understands and agrees that the Company shall circulate a draft Remuneration Policy use all reasonable and proper means to maintain and improve the Shareholder on or before 10 October 2017Business.

THE BUSINESS OF THE COMPANY. 3.1 2.1 The Shareholder parties acknowledge and the Company agree that unless and until they agree otherwise, the business of the Company shall be to carryout activities entrusted to it by the Shareholder provision of [ ]in accordance with the Business Plan Plan. The Company shall: 2.1.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit, on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distributionprinciples; and 2.1.2 transact all its business on arm's length terms. 3.2 2.2 The first Business Plan of the Company is set out in schedule 2 to agreed form and will be approved by the Board of Directors as soon as reasonably practicable following execution of this Agreement. The Company shall circulate a revised version of the then current Business Plan to the Shareholder Member Committee by the end of November [December] in each year and invite the Shareholder Member Committee to provide comments on the proposed Business Plan or to provide Shareholder ConsentPlan. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject to Following the receipt of Shareholder Consentsuch comments, before the end Board of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated update and revised revise the proposed Business PlanPlan and forward it to the Member for consent in accordance with clause 6 no later than the end of January. No adoption, variation or replacement of any Business Plan shall take effect unless such adoption, variation or replacement has received Shareholder Consentconsent in accordance with clause 6. 3.3 2.3 Each Business Plan shall be substantially in the format of the first Business Plan and shall be for a three [ ] year period. 3.4 2.4 Notwithstanding any other provision of this clause 3, 2 following the requisite approval by the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall become, the Business Plan for of the relevant Accounting PeriodsCompany. For any period when a proposed Business Plan presented under clause 3.3 2.2 has not been approved in accordance with clause 6 and adopted by the Directors in accordance with this Agreement Agreement, the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 2.5 The principal place of business of the Company and the principal place for management of the Company shall circulate a draft Remuneration Policy to be within the Shareholder on or before 10 October 2017boundaries of Denbighshire, unless otherwise agreed in writing by the Council.

THE BUSINESS OF THE COMPANY. 3.1 The Shareholder and the Company agree that unless and until they agree otherwise, the business of the Company shall be primarily to carryout activities entrusted provide services to it by the Shareholder third parties in accordance with the Business Plan on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distribution. 3.2 The first Business Plan of the Company is set out in schedule 2 to this Agreement. The Company shall circulate a revised version of the then current Business Plan to the Shareholder by the end of November in each year and invite the Shareholder to provide comments on the proposed Business Plan or to provide Shareholder Consent. The Shareholder will use reasonable endeavours to respond by the end of the following February. Subject to the receipt of Shareholder Consent, before the end of each Accounting Period the Directors shall (in accordance with this Agreement) consider and, if appropriate, adopt an updated and revised Business Plan. No adoption, variation or replacement of any Business Plan shall take effect unless such adoption, variation or replacement has received Shareholder Consent. 3.3 Each Business Plan shall be substantially in the format of the first Business Plan and shall be for a three year period. 3.4 Notwithstanding any other provision of this clause 3, following the requisite approval by the Directors of a new proposed Business Plan or an amended or updated and revised Business Plan, such draft Business Plan shall become, or such amended or updated Business Plan shall become, the Business Plan for the relevant Accounting Periods. For any period when a proposed Business Plan presented under clause 3.3 has not been approved and adopted by the Directors in accordance with this Agreement the relevant existing Business Plan shall continue to be the Business Plan of the Company. 3.5 The Company shall circulate a draft Remuneration Policy to the Shareholder on or before 10 October 2017.