Common use of CONDUCT OF THE COMPANY’S AFFAIRS Clause in Contracts

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) any other express provisions of this Agreement. In particular, the Director shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powers) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the Company requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder holding either all, or the aggregate (between them) majority, of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any designated officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and any subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the Shareholder properly informed about the business and affairs of the Company or to protect its interests as Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the Shareholder and its designated officers and executives in accordance with the terms of clause 6. 3.8 The Company agrees with the Shareholder that it will: 3.8.1 maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise keep the Shareholder informed of the progress of the Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Company as it may reasonably require. 3.9 The Company shall not breach nor cause the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit, fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement replacement, on such terms as they it may think fit providing that no appointment to the post of managing director (or such appointment post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, (b) to those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) to any other express provisions of this Agreement. In particular, but without limitation to the Director generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powerspower) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder Shareholders holding either all, or the in aggregate (between them) majority, them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and any its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 65. 3.8 The Company agrees with the Shareholder Shareholders that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Group and will generally keep the Shareholder Shareholders informed of the progress of the each Group Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Company Group as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer more than three monthly intervals. 3.2 With No appointment to the exception post of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on (or such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment post with similar designation) shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which its rights as Shareholder of each subsidiary of the Business Company is to be carried out, subject to the (a) Business Plan, (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) to any other express provisions of this Agreement. In particular, but without limitation to the Director generality of the foregoing, the Directors will shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powerspower) that, at all times during the term of this Agreement, each Subsidiary of the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and good business practices, and 3.3.2 transact all its business on arm's length termsin accordance with any agreement entered into between the Company and any Subsidiary of the Company. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder Shareholders holding either all, or the in aggregate (between them) majority, them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and any its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 65. 3.8 The Company agrees with the Shareholder Shareholders that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Group and will generally keep the Shareholder Shareholders informed of the progress of the each Group Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Company Group as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Parent or the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may may, subject to obtaining Shareholder Consent, appoint a managing director on such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also subject to obtaining Shareholder Consent remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment shall be made without Shareholder Consentdirector. 3.3 Without prejudice Subject to the generality provisions of this Agreement (including the rights of the foregoing, Shareholder) the Directors will may determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) any other express provisions of this Agreement. In particular, so determining the Director Directors shall exercise all voting rights and other powers of control available seek to them in relation to ensure that the Company so as to procure (in so far as they are able in the exercise of such rights and powers) that, at all times during the term of this Agreement, the Company shallwill: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If The Company shall comply with the Company law and will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time shall use all reasonable endeavours to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall not be carried out nor undertaken without the prior consent in writing of the it having obtained such Shareholder holding either all, or the aggregate (between them) majority, of the Shares then in issueConsent. 3.7 The Company shall permit permits and requires any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any person notified to it in writing from time to time by the Shareholder (a designated officers and executives person). The Shareholder may in such notification stipulate limitations on the nature of the information which a particular designated person may be given. The Shareholder at any time. may from time to time also notify the Company that a particular individual has ceased to qualify as a designated person. 3.8 All books, records, accounts and documents relating to the business and the affairs of the Company and any its subsidiaries shall be open to the inspection of any such a designated person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 65. 3.8 3.9 The Company agrees with the Shareholder that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Group and will generally keep the Shareholder informed of the progress of the each Group Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Company Group as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Group. 3.9 3.10 The Company shall not breach nor cause the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent consent pursuant to clause 3.66, the day- to-day management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject out to the (a) Business Plan, (b) those matters requiring Shareholder Consent consent pursuant to clause 3.6 6 and (c) to any other express provisions of this Agreement. In particular, the Director shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powers) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 3.2 The Company shall not carry out any activity which would render the holding of Shares by the Shareholder unlawful provided that where Council being a proposed change of law would render such shareholding unlawful the Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its SharesMember unlawful. 3.5 If the 3.3 The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will use all reasonable endeavours to obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder holding either all, or the aggregate (between them) majority, of the Shares then in issue. 3.7 3.4 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries at any time with any designated officers and executives of employees designated in writing by the Shareholder at any timeCouncil for this purpose. All books, records, accounts and documents relating to the business and the affairs of the Company and any its subsidiaries shall be open to the inspection of any such personofficers and employees designated in writing by the Council for this purpose, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the Shareholder Council properly informed about the business and affairs of the Company or to protect its interests as Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the Shareholder and its designated officers and executives in accordance with the terms of clause 6Member. 3.8 3.5 The Company agrees with the Shareholder Council that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Company and will generally keep the Shareholder Council informed of the progress of the Company's ’s business and affairs and in particular will procure that the each Shareholder Council is given such information and such access to the officers, employees and premises of the Company as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Company and to comply with its obligations under the [Prudential Code for Local Authorities.] 3.9 3.6 The Company shall not breach nor cause the Council to be in breach of the relevant provisions of the [Local Authorities (Companies) Order 1995, Part V of the Local Government and Housing ▇▇▇ ▇▇▇▇ or the Local Government Public Involvement in Health ▇▇▇ ▇▇▇▇ or its obligations under the Public Contracts Regulations 2015 or any European Directive on public procurement.] 3.7 The Company shall: 3.7.1 identify the participation of the Council on all its official business stationery; and 3.7.2 not engage in any party political publicity. 3.8 The Company agrees that it shall adopt such of the Council's employment terms, conditions, policies and procedures, including those in relation to any employees employed by the Company, as are notified to the Company by the Council from time to time.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the 3.1. The management of the each Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment shall be made without Shareholder Consent. 3.3 3.2. Without prejudice to the generality of the foregoing, the relevant Directors will determine the general policies of the each Company and the manner in which the Business is to be carried out, subject to the (a) relevant Business Plan, (b) those matters requiring Shareholder Consent pursuant Plan and to clause 3.6 and (c) any other express provisions of this Agreement. In particular, but without limitation to the Director generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to the Company Companies so as to procure (in so far as they are able in the exercise of such rights and powerspower) that, at all times during the term of this Agreement, the each Company shall: 3.3.1 3.2.1. carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the its Business Plan and with good business practices, and 3.3.2 3.2.2. transact all its business on arm's length terms. 3.4 3.3. The Company Companies shall not carry out any activity which would render the holding of Shares by the Shareholder Council and / or the Parent Company unlawful provided that where a proposed change of law would render such shareholding unlawful the Shareholder Council and / or the Parent Company will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the 3.4. Each Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will use all reasonable endeavours to obtain and maintain the same in full force and effect. . 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder holding either all, or the aggregate (between them) majority, of the Shares then in issue. 3.7 The 3.5. Each Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any designated the Council and / or the Parent Company or the Advisory Board, the Council's officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the each Company and any its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the Shareholder Council or the Parent Company properly informed about the business and affairs of the relevant Company or to protect its interests as Shareholderultimate beneficial owner or shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the Shareholder Council or the Parent Company and its designated officers and executives in accordance with the terms of clause 65. 3.8 The 3.6. Each Company agrees with the Shareholder Parent Company and the Council that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Group and will generally keep the Shareholder Parent Company and the Council informed of the progress of the each Group Company's business and affairs and in particular will procure that the each Shareholder Council and the Parent Company is given such information and such access to the officers, employees and premises of the Company Group as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Group. 3.9 3.7. Each Company shall instruct its auditors to prepare and audit a balance sheet of the Company, as at the Annual Accounts Date each year and a consolidated profit and loss account of the Company, for the first 12 month financial period ending on the Annual Accounts Date each year to be presented to the Parent Company and the Council within 2 calendar months after the end of the period to which such accounts relate. The balance sheet and profit and loss account will be accompanied by a report in such format and covering such issues as may reasonably be requested by the Parent Company and the Council. 3.8. Each Company will provide to the Parent Company and the Council full details of any actual or prospective material change in the Business or the financial position or affairs of the Company, as soon as such details are available. 3.9. The Council may designate any Company as an In-house Company following its incorporation. Each In-house Company shall: 3.9.1. unless otherwise agreed in writing by the Council, use its reasonable endeavours to ensure that no more than 19.99% of its total average annual turnover in any period of three financial years shall derive from activities undertaken for any person who is not the Council or a person over which the Council exercises Control (and for the purposes of this clause and clause 3.11 only, Control shall have the meaning attributed to it in regulation 12(3) or 12(5) Public Contracts Regulations 2015). 3.9.2. without prejudice to the provisions of clause 3.9.1 and unless otherwise agreed in writing by the Council, notify the Council as soon as reasonably practicable if it appears likely that more than 19.99% of its total average annual turnover in any period of three financial years will derive from activities undertaken for any person who is not the Council or a person over which the Council exercises Control. 3.9.3. ensure that none of the Council Consent Matters shall be carried out without the prior consent in writing of the Council. 3.10. Any Company which is not designated as an In-house Company shall operate as a company with commercial character, not having the purpose of meeting needs in the general interest. 3.11. The Companies shall not breach nor cause the Council to be in breach of the Local Authorities (Companies) Order 1995, part V Local Government and Housing Act 1989, the Local Government Public Involvement in Health Act 2007 or its obligations under the Public Contracts Regulations 2015 or any European Directive on public procurement.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four times in every year and at not longer more than three monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director chief operating officer on such terms as they may think fit, fit who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him them by the Directors. The Directors may also remove such managing director chief operating officer and appoint a replacement replacement, on such terms as they it may think fit providing that no such appointment to the post of chief operating officer shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, (b) to those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) to any other express provisions of this Agreement. In particular, but without limitation to the Director generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powerspower) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and with good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the The Company will if it requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder holding either all, or the in aggregate (between them) majority, them a majority of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any Shareholder’s designated officers and executives of the Shareholder at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and any its subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the relevant Shareholder properly informed about the business and affairs of the Company or to protect its interests as a Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 67. 3.8 The Company agrees with the Shareholder that it will: 3.8.1 will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise Group and will generally keep the Shareholder informed of the progress of the each Group Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees and premises of the Company Group as it may reasonably requirerequire for the purposes of enabling it to monitor its investment in the Group. 3.9 The Company shall not breach nor cause the Council to be in breach of the Local Authorities (Companies) Order 1995.

CONDUCT OF THE COMPANY’S AFFAIRS. 3.1 Meetings of the Directors shall be held no less than four six times in every year and at not longer than three two monthly intervals. 3.2 With the exception of those matters requiring Shareholder Consent pursuant to clause 3.6, the management of the Company shall be vested in the Directors. The Directors may appoint a managing director on such terms as they may think fit, who shall be responsible for the day to day management of the Business within the terms of the Business Plan and this Agreement and perform such duties as may be delegated to him by the Directors. The Directors may also remove such managing director and appoint a replacement on such terms as they may think fit providing that no such appointment shall be made without Shareholder Consent. 3.3 Without prejudice to the generality of the foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the (a) Business Plan, (b) those matters requiring Shareholder Consent pursuant to clause 3.6 and (c) any other express provisions of this Agreement. In particular, the Director Directors shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (in so far as they are able in the exercise of such rights and powers) that, at all times during the term of this Agreement, the Company shall: 3.3.1 carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with both the Business Plan and good business practices, and 3.3.2 transact all its business on arm's length terms. 3.4 The Company shall not carry out any activity which would render the holding of Shares by the any Shareholder unlawful provided that where a proposed change of law would render such shareholding unlawful the such Shareholder will use its reasonable endeavours to take such steps as are necessary to allow it to continue lawfully to hold its Shares. 3.5 If the Company requires any approval, consent or licence for the carrying on of its Business in the manner in which it is from time to time carried on or proposed to be carried on, the Company will obtain and maintain the same in full force and effect. 3.6 The Company shall ensure that none of the Shareholder Consent Matters shall be carried out without the prior consent in writing of the Shareholder Shareholder(s) holding either all, or the aggregate (between them) majority, of the Shares then in issue. 3.7 The Company shall permit any Director to discuss the affairs, finances and accounts of the Company and its subsidiaries with any designated officers and executives of the Shareholder Shareholder(s) at any time. All books, records, accounts and documents relating to the business and the affairs of the Company and any subsidiaries shall be open to the inspection of any such person, who shall be entitled to make any copies thereof as he or she deems appropriate to keep the (relevant) Shareholder properly informed about the business and affairs of the Company or to protect its interests as Shareholder. Any information secured as a consequence of such discussions and examinations shall be kept confidential by the requesting Shareholder and its designated officers and executives in accordance with the terms of clause 6. 3.8 The Company agrees with the Shareholder(s) that it will maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Group and will generally keep the Shareholder(s) informed of the progress of each Group Company's business and affairs and in particular will procure that any Shareholder is given such information and such access to the officers, employees and premises of the Group as it may reasonably require. 3.9 The Company agrees with the Shareholder(s) that it will: 3.8.1 3.9.1 maintain effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Company; 3.8.2 report to the Shareholder Committee on (a) the Company's progress on the objectives contained in the Business Plan; and (b) any matters which may adversely impact on the Company's performance against the same within twenty Business Days of each Quarter Date during the term of this Agreement (or within such longer period as the Shareholder may agree); and 3.8.3 ensure that at least one Director attends the meetings of the Shareholder Committee along with other suitable representatives and/or advisers as may be required, 3.8.4 otherwise 3.9.3 keep the Shareholder Shareholder(s) informed of the progress of the Company's business and affairs and in particular will procure that the each Shareholder is given such information and such access to the officers, employees directors and premises of the Company as it may reasonably require. 3.9 3.10 The Company shall not breach nor cause the Council to be in breach of the Local Authorities (Companies) Order 1995.