Common use of Functioning Clause in Contracts

Functioning. 4.1 To effectively discharge its responsibilities, the Board shall meet four times annually. To assist it in discharging its responsibilities, the Board has formed the following standing committees – Audit Committee and Nominating Committee. In addition, the Board has appointed a Chief Executive Officer. However, the vast majority of tasks and responsibilities ordinarily carried out by a chief executive officer will in fact be carried out by KPI as the administrator under the Administration Agreement. 4.2 Furthermore, in the performance of its mandate, the Board can retain the services of external advisors. 4.3 The Chairman of the Board shall be responsible in particular for managing the affairs of the Board and monitoring its effectiveness, setting the agenda for Board meetings and relations with the Corporate Secretary with respect to the affairs of the Board and its Committees. He/she shall also ensure that any important strategic matters or issues are communicated to the Board for approval and that the Board receives the information, reports, documents and opinions required so that the members of the Board can fulfil their role. He/she shall ensure the decisions made by the Board are implemented. The Chairman of the Board shall ensure all interested parties are informed about the Board’s policies with respect to compliance with the by-laws and the Code of Business Conduct and Ethics of the Corporation. 4.4 Specific responsibilities of the Chairman of the Board shall be: (a) to ensure harmonious relations between the shareholders, the Board and management; (b) to inform the shareholders of the recommendations for new directors based on the report of the Nominating Committee; (c) at his/her discretion, to sit on other Board committees; and (d) to inform management about his/her evaluation of the information provided to the Board.

Functioning. 4.1 To effectively discharge its responsibilities, the Board shall meet four times annually. To assist it in discharging its responsibilities, the Board has formed the following standing committees – Audit Committee and Nominating Committee. In addition, the Board has appointed a Chief Executive Officer. However, the vast majority of tasks and responsibilities ordinarily carried out by a chief executive officer will in fact be carried out by KPI KPLP as the administrator under the Administration Agreement. 4.2 Furthermore, in the performance of its mandate, the Board can retain the services of external advisors. 4.3 The Chairman of the Board shall be responsible in particular for managing the affairs of the Board and monitoring its effectiveness, setting the agenda for Board meetings and relations with the Corporate Secretary with respect to the affairs of the Board and its Committees. He/she shall also ensure that any important strategic matters or issues are communicated to the Board for approval and that the Board receives the information, reports, documents and opinions required so that the members of the Board can fulfil their role. He/she shall ensure the decisions made by the Board are implemented. The Chairman of the Board shall ensure all interested parties are informed about the Board’s policies with respect to compliance with the by-laws and the Code of Business Conduct and Ethics of the Corporation. 4.4 Specific responsibilities of the Chairman of the Board shall be: (a) to ensure harmonious relations between the shareholders, the Board and management; (b) to inform the shareholders of the recommendations for new directors based on the report of the Nominating Committee; (c) at his/her discretion, to sit on other Board committees; and (d) to inform management about his/her evaluation of the information provided to the Board.