Common use of Management and Direction of the Company Clause in Contracts

Management and Direction of the Company. 5.1 Implementation of this Agreement The business and affairs of the Company shall be managed by the Board. However, the principal function of the Board shall be to give effect to the provisions and underlying intent of this Agreement. Subject always to legal and/or fiduciary duties of the individual Directors, each Shareholder shall be responsible to the other for ensuring that those Directors appointed by it shall conduct themselves (and generally exercise their rights, powers and discretions as Directors) accordingly. 5.2 The Board of the Company 5.2.1 At all times whilst this Agreement remains in force the parties shall procure that the number of Directors shall be eight (8) and that (subject as otherwise expressly provided herein) each of Able Star (in its capacity as an ‘X’ Shareholder) and SES Finance shall be entitled to appoint and to remove up to four (4) Directors. 5.2.2 Each of Able Star and SES Finance shall be entitled to remove any Director it has appointed pursuant to this Clause 5.2 and to appoint another Director in place of the Director so removed provided that the relevant ‘X’ Shareholder or ‘Y’ Shareholder who removes a Director in this way shall be exclusively responsible for (and shall indemnify the Company against) any resulting or consequential claims for compensation on the part of such Director. 5.2.3 Able Star shall notify SES Finance and the Company at least three business days prior to the Completion Date of the names of the first four ‘X’ Directors. 5.2.4 SES Finance shall notify Able Star and the Company at least three business days prior to the Completion Date of the names of the first four ‘Y’ Directors. 5.3 The chairman and deputy chairman of the Company 5.3.1 The right to nominate the chairman of the Company (who shall be both a Director of the Company and an AsiaSat Director) will rotate on a bi-annual basis (with effect from 1 January in successive periods) between the ‘X’ Shareholder and the ‘Y’ Shareholder in that order, subject to the provisions of Clause 5.3.2 below. 5.3.2 With effect from the Completion Date, the chairman of the Company shall be the person, who will be an ‘X’ Director and whose name shall be notified by Able Star to SES Finance and the Company at least three business days prior to the Completion Date. Such chairman shall be deemed to have been nominated by the ‘X’ Shareholder and shall hold such office until 31 December 2000. 5.3.3 The right to nominate the deputy chairman (who shall be both a Director of the Company and an AsiaSat Director) from time to time shall be the right of the Class which will have the right to nominate the next chairman of the Company after the expiry of the two year period then current for the purposes of Clause 5.3.1. 5.3.4 With effect from the Completion Date the deputy chairman of the Company shall be the person, who will be a ‘Y’ Director and whose name shall be notified by SES Finance to Able Star and the Company at least three business days prior to the Completion Date. Such deputy chairman shall be deemed to have been nominated by the ‘Y’ Shareholder and shall hold such office until 31 December 2000.