The B Director's principal role is to:
• ensure, as far as he is reasonably able to, that the Board meets on a regular basis;
• ensure, as far as he is reasonably able to, that the Board has a formal schedule of matters reserved to it for decision;
• ensure, as far as he is reasonably able to, that each director receives appropriate notice of Board meetings with an agenda and full supporting papers;
• bring an independent and broad view to the Board and its deliberations;
• support the Board in seeking to ensure that the Company strives at all times to meet its contractual obligations under the terms of the Agreement. In particular the B Director will monitor the Board's compliance with, and exercise his rights and powers as a director of the Company in a manner designed to protect, the following principles:
o non-payment of any dividends to the shareholders of the Company;
o payments of all Surplus Payments to the Authority (after satisfaction of all other legal liabilities and obligations of the Company);
o the operation of the provision in the Company's articles of association for the appointment of the B Director to the Company's Board; and
• monitor Board decision-making for any potential conflict to ensure that any strategy adopted or decisions taken are made in the best interests of the Company, and are not intended inappropriately to improve the position of any of the Company's shareholders;
• ensure, as far as the B Director is reasonably able to, that the stated aims of the Company are represented at a Board level; and
• support the Board in ensuring that the Company operates within the legal and financial boundaries set by law, and operates perceived best practice in corporate governance.