INTERNAL CONTROL PROCEDURES. As a public entity, REIT is required to comply with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as may be amended from time to time (“Section 404”). Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article III and Section 8.4 hereof), if the Business Manager shall determine that, to provide services to and for the benefit of the Business Manager and REIT, Service Provider must comply with the requirements of Section 404, then the Business Manager and Service Provider shall develop and implement an internal control plan or other processes and procedures (or amend and revise any existing internal control plan, processes and procedures) to comply with the requirements (collectively, the “Internal Control Plan”). Once developed and implemented, Service Provider shall use its reasonable best efforts to have its internal controls comply in all respects with the requirements of Section 404. The cost and expense of development and initial implementation of any Internal Control Plan shall be borne by all clients of Service Provider that require Service Provider to comply with Section 404. Upon determination that an Internal Control Plan must be developed and implemented, Service Provider, the Business Manager and all other clients of Service Provider requiring Service Provider to comply with Section 404 shall, in good faith, negotiate an equitable allocation of the costs and expenses of the development and implementation of the Internal Control Plan between and among the parties. The foregoing provisions regarding payment and allocation of the costs and expenses of development and implementation of any Internal Control Plan shall not apply to any Internal Control Plan developed and implemented, or in the process of being developed and implemented, on or prior to the date of this Agreement.
INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the pricing policies and the terms of the Production Water Supply Agreement, and in compliance with the Listing Rules:
INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the pricing policies and the terms of the Bauxite Supply Agreement, and in compliance with the Listing Rules:
INTERNAL CONTROL PROCEDURES. In addition to the strict pricing terms set out in the paragraph “Pricing” above, to ensure that the terms of transactions with the Retailer are fair and reasonable and no less favourable to the Group than those available to/from independent third parties, the Group has the following internal control procedures in place under which:
INTERNAL CONTROL PROCEDURES. Process for Approval and Monitoring of Individual Transactions. All investment transactions performed by the Company, including derivative transactions, are executed by members of IIM upon the authority granted to them by the Board. Each derivative transaction shall be executed by the Derivative Trading Desk of IIM (“Derivative Desk”) in accordance with the parameters established by the Board. Furthermore, every transaction shall be approved by two members of the Derivative Desk, one of whom must be a Senior Derivatives Portfolio Manager. Prior to entering into any derivative transaction, the Derivative Desk shall confirm (i) the derivative transaction is within the parameters of this Plan and any other parameters set by the Company to ensure such derivative transaction is in compliance with Colorado and New York law, and (ii) the counterparty is an approved counterparty (as contemplated in Section IV. C. of this Plan. In addition, in examining whether the Company should engage in a particular derivative strategy, the applicable Senior Derivatives Portfolio Manager will examine (i) the guidelines set forth herein, (ii) the intended purpose of the transaction and (iii) the incremental risks set forth in this Plan. The exact details of each derivative transaction shall be recorded in IIM’s system, including: (i) the purpose of the transaction, (ii) the specific portfolio to which the transaction relates, (iii) the counterparty to the transaction; (iv) the type of instrument used; (v) notional amount of the transaction; (vii) the consideration exchanged for the transaction; and (vii) any collateral or other credit support given or received in relation to the derivative transaction. After commencement of the derivative transaction, the Operations Group shall review the trade information entered into the system (i.e., the trade ticket) as well as the confirmation received from the counterparty to the derivative transaction for any discrepancies. To the extent that a discrepancy is discovered by the Operations Group, the Senior Derivatives Portfolio Manager that initially ordered the trade in question shall be notified to contact the respective counterparty to resolve such discrepancy. If such discrepancy cannot be resolved, the Senior Derivatives Portfolio Manager shall take any and all steps necessary, including liquidating the transaction, to mitigate any negative impact of such trade. In addition, the Operations Group shall be responsible for the settlement ...
INTERNAL CONTROL PROCEDURES. Before conducting any transactions contemplated under the Agreement or entering into any specific agreement pursuant thereto, the treasury department, legal department and finance department of the Group would review the terms of the proposed transactions and the draft specific agreements to ensure that the transactions would be conducted in accordance with the terms of the Agreement and the specific agreements thereunder and in accordance with the Company’s pricing policy. The business department(s) will consider the overall terms (including but not limited to the interest rates, handling fees and payment terms) from comprehensive perspectives and endeavour to obtain quotations of comparable financing services provided by Independent Third Parties and make comparisons (if applicable). If there are no comparable terms offered to the Group by other Independent Third Parties for comparable financing services, the overall terms of the individual agreements shall then be determined after negotiations at arms’ length between the parties and shall be on normal commercial terms. The transactions could only be carried out after the relevant departments of the Group have separately given their approval therefor. The Company will closely monitor the transaction amounts pursuant to the Agreement by preparing management accounts for continuing connected transactions and designating specialists for management and maintenance, and consolidating and preparing statistics for the transaction amounts incurred in the continuing connected transactions on a monthly basis to ensure the transaction amounts would not exceed the proposed annual caps. The independent non-executive Directors will conduct an annual review with respect to the continuing connected transactions of the Company throughout the preceding financial year and confirm the transaction amounts and terms of the continuing connected transactions in the annual report of the Company pursuant to the requirements under the Listing Rules, and to ensure that they are entered into on normal commercial terms or better, in the ordinary and usual course of business of the Group, and are carried out according to the agreement governing them on terms that are fair and reasonable and in the interest of the Shareholders as a whole. Please also refer to the paragraph headed “pricing policy and basis of price determination” in the section “Master Financing Services (2021-2022) Agreement” above.
INTERNAL CONTROL PROCEDURES. In addition to the annual review by the auditors and independent non-executive Directors pursuant to the requirements of Chapter 14A of the Listing Rules, as part of the Group’ s internal controls systems to ensure that the transactions between the Group and its connected persons are conducted in accordance with the pricing policy under the Framework Agreements (as supplemented by the Supplemental Framework Agreements), the Company will implement the following internal control arrangements:
INTERNAL CONTROL PROCEDURES. To secure the shareholders’ interests, GDH Finance has given certain undertakings under the Financial Services Agreement and the Company has adopted certain internal control procedures, pursuant to which the finance department of the Company conducts monthly tracking, monitoring and verification of the progress of the Company's transactions. The audit committee of the Board continues to conduct a rigorous review of continuing connected transactions to ensure the completeness and effectiveness of the internal control measures relating to continuing connected transactions. The Board considers that the above internal control procedures adopted by the Company in respect of the transactions under the Financial Services Agreement are appropriate and that they will give sufficient assurance to the shareholders that the transactions under the Financial Services Agreement will be appropriately monitored by the Company.
INTERNAL CONTROL PROCEDURES. The Company has extended existing internal controls applicable to the use of certain spreadsheets to spreadsheets used in the preparation of pro forma financial information for acquired companies and portfolios in order to address the material weakness identified by the Company and described in the Prospectus and such internal controls were in existence for certain spreadsheets and determined to be effective with respect to the use of such spreadsheets upon the completion of the Company’s most recent annual audit.
INTERNAL CONTROL PROCEDURES. The User shall adopt and implement internal control procedures (consistent with the Operating Procedures and ETF Operating Procedures), reasonably designed to (i) accurately identify Orders as to the date and time of receipt; (ii) prevent any Order from being transmitted to MATC if that Order was generated, in part or in whole, from instructions received by the User from its Customers after the applicable Close of Trading; (iii) prevent Late Orders from being transmitted with Orders received before the applicable Close of Trading on any Day; (iv) minimize errors that could result in the late transmission of Orders on any Day; and (v) prevent any override or alteration of time of receipt of Orders. The User shall provide MATC with a copy of these control procedures upon MATC’s reasonable request. Throughout the term of this Agreement, the User shall monitor such control procedures to ensure their continued adequacy, and shall notify MATC immediately upon becoming aware of any inadequacy in such controls. In this regard, the User shall conduct, or shall cause an independent third party to conduct, an annual review of the User’s internal control procedures, and shall document such review by written report. Such report shall be made available to MATC upon request, subject to the execution of a nondisclosure agreement; the User understands and acknowledges that MATC may forward such reports to the Participating Funds after obtaining the written permission of User, which shall not be unreasonably withheld.
