14.1 A Territory partnering board ("TPB") will be established by the Parties comprising:
14.1.1 one representative from each of the Participants from time to time who shall, in each case, be that Participant's Representative or any other person authorised by that Participant's Representative1;
14.1.2 one representative of hubco, nominated by the board of directors of hubco;
14.1.3 one representative of SFT, as notified from time to time in writing to the Chairman by the Chief Executive of SFT[.][; and
14.1.4 such other reasonable number of representatives of stakeholders interested in or affected by the Community Services and any other co-opted person as the Participants may from time to time agree (having first consulted with hubco) ("Stakeholder Representatives"). The Participants shall ensure that the Stakeholder Representatives are bound by the same obligations of confidentiality to hubco and to the Participants as if they were a party to this Agreement.]2
Neither the hubco representative, nor the SFT representative nor the Stakeholder Representatives shall be entitled to vote in meetings of the TPB.
14.2 The TPB shall meet regularly (and at least every three (3) months) to provide strategic input into how the partnering established by this Agreement is operating and to review:
14.2.1 financial; and
14.2.2 operating (including performance),
issues and to give guidance on and approve the order in which New Projects should be progressed, and to give guidance on by whom and on what basis such New Projects should be progressed. The TPB may also make representations to those Participants who are from time to time shareholders in hubco (but shall have no power to direct) as to the identity of such Participants' appointee(s) on the hubco board of directors.
14.3 The TPB will serve as a forum for the open exchange of ideas and enable the Participants to discuss their forthcoming accommodation and service delivery requirements to ensure an integrated co-ordinated approach to fulfilling such requirements. The TPB also has a number of rights and obligations as expressly set out in this Agreement.
14.4 The TPB shall be required to approve the TDP put forward annually in accordance with Section 2 (Updated TDP) of Schedule Part 11 (Territory Delivery Plan) and shall ensure that hubco's proposals for New Projects are consistent with delivery of the latest TDP.
14.5 Decisions of the TPB will be taken by the majority vote. In the event of deadlock, no one has a casting vote. Decisions of the TPB which Affect any Participant will bind that Participant only where that Participant's Representative on the TPB has voted in favour of the decision on that Participant's behalf.
14.6 A chair of the TPB ("Chairman") shall be appointed in accordance with this Clause 14.6.
14.6.1 The Chairman will be appointed on an annual basis from amongst the Participants' Representatives.
14.6.2 Save where agreed to the contrary by the Participants, it is intended that the post of Chairman shall rotate annually amongst the Participants' Representatives in turn.
14.6.3 The first Participant's Representative to hold the post of Chairman (from the Commencement Date until the first anniversary thereof) shall be the Participant's Representative appointed by [insert first Chairman appointing Participant]. The order of rotation thereafter shall be as agreed between the Participants.
14.6.4 The Chairman will be non-voting in his capacity as Chairman.
14.7 TPB meetings will take place at such places and (subject to Clause 14.2) times as the Parties shall decide. Agendas will be circulated on behalf of the Chairman five (5) Business Days in advance (with supporting papers) and any Party wishing to raise other agenda items (including an item under "Any other business") will notify all other Parties (with supporting papers) in writing no later than three (3) Business Days in advance.
14.8 A quorum for the proper and valid conduct of any business of the TPB shall be [five (5)] Participants' Representatives and the hubco Representative, in each case appointed pursuant to Clause 14.1.
14.9 If a quorum is not present at any meeting of the TPB within 30 minutes of that meeting's start time, it shall be adjourned to the same time and place on the date which is five (5) Business Days later.
14.10 The Participants shall arrange for a person to take minutes of all TPB meetings and circulate the same to all representatives appointed at such time pursuant to Clause 14.1 and the Chairman (whether or not the same were in attendance of the meeting) within five (5) Business Days after the relevant meeting.
14.11 Each of the Parties shall use all its reasonable endeavours to ensure their regular attendance at all meetings of the TPB and each Participant will, unless unavoidable, ensure that its representative on the TPB is appropriately empowered to agree matters on its behalf.
14.12 Each Participant shall use all its reasonable endeavours to ensure that its representative on the TPB conducts himself in accordance with the partnering principles contained in Clause 2.3 and in a manner intended to ensure (insofar as each Participant is able) that the TPB complies with its obligations and carries out its functions in a timely manner.
14.13 A telephone conference call or video conference or a combination of the same, at which all participants are able to speak to and hear each of the other participants and at which for all times at that meeting a quorum of the TPB is able to so participate, shall be valid as a meeting of the TPB.
_______________________________________________________________________________________________________________
1 It is anticipated the Representatives on the TPB will be senior representatives. Other key people (for example members of local authorities) could be Stakeholder Representatives where Territories elect to retain that principle.
2 Territories to consider on a case by case basis whether to permit wider membership of TPB.