20.1 The B Director shall have power, if he sees fit, to cause conditions to be imposed by the Company in respect of any payments by the Company to the Charity, such conditions may, without limitation, include:
20.1.1 a requirement that the payment(s) be applied only towards implementing a particular proposal, specified by the Company;
20.1.2 [a requirement that the Charity must refer any proposal to which it intends to apply the payment(s) to the Company for approval, prior to the payment(s) being so applied;
20.1.3 a requirement that the Charity must hold the payment(s) as a capital fund, applying only the income accruing from time to time to meet the costs of implementing proposals approved for implementation by the board of directors of the Charity from time to time;
20.1.4 a requirement that the Charity must establish an advisory board (a majority of the members of which shall be individuals with skills and expertise appropriate to the role of the advisory board), to guide the directors of the Charity in relation to:
20.1.4.1 the development and appraisal of detailed proposals to which the payment(s) are to be applied;
20.1.4.2 the delivery of each proposal (if approved by the board of directors of the Charity for implementation) to which the payment(s) are to be applied; and
20.1.4.3 the investment of any capital fund of the nature referred to in Article 19.1.3.]17
20.2 The B Director shall have power:
20.2.1 to determine whether or not, in any case where the approval of the Company is required in respect of any conditions/restrictions of the nature referred to in Article 20.1, such approval should be issued;
20.2.2 to determine whether or not, and in what form, enforcement action should be taken by the Company against the Charity in the event of breach of any such conditions/restrictions (subject to Article 20.6);
20.2.3 to determine all other matters and take all other steps in each case arising out of, or in connection with, any such conditions/restrictions.
20.3 For the avoidance of doubt, the powers referred to in Articles 20.1 and 20.2 shall be exercisable solely by the B Director, and no other director shall have any power or obligation to exercise, or prevent the exercise, of any of such powers, the B Director shall be entitled to exercise such powers acting alone, and these Articles shall be construed accordingly.
20.4 The B Director shall not be entitled to expend any of the Company's money in performing his role under this Article 20 (other than Article 20.2.2) nor shall the B Director be entitled to take enforcement action of the nature referred to in Article 20.2.2 against the Charity unless the whole costs and expenses of such enforcement action can be immediately met in full from payments which would otherwise be due and payable to the Charity in accordance with these Articles. Payment of such costs shall be deemed for the purposes of Article 19.1 to be payments to the Charity.
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17 SGHD is reviewing the arrangements to apply in the health sector in relation to charities. Prior to the issue of any guidance Boards will need to agree any proposals in this regard with SGHD.