5.5.1 It is expected that each shareholder will be entitled to appoint the following number of Directors:
• A Shareholder - [2] Directors;
• B Shareholder - [2] Directors; and
• C Shareholder - [2] Directors.
5.5.2 Additionally, there will be a Company Chairman, who shall not have a casting vote, appointed on the rotating nomination of each Shareholder.
5.5.3 The A Shareholder will be entitled to appoint an Observer to the Board. The Observer will normally be a representative from the procuring Authority or an appropriate local representative. The Observer will not have any rights to vote or speak at Board meetings.
5.5.4 The Company will have a yearly Business Plan which will set out its anticipated yearly costs (salaries, overheads etc) capital requirements, income forecasts and management information. The Directors will take strategic and general decisions relating to the Company's business as set out in the Business Plan. Day to day activities relating to the running of the project however may be delegated to a services management company who will carry out such services in accordance with a service management contract awarded by the Company.
5.5.5 The Board of Directors of the Company will meet at least four times a years, although this could be more frequent if required and agreed. Except in relation to Reserved Matters (see below) Board resolutions will be by simple majority. The quorum for Board meetings will normally be 3, with a minimum of one Director present from each class of shareholder. Should a Director repeatedly fail to attend Board meetings then this will result in that Director losing his right to help constitute the quorum for the Board.
5.5.6 There will be a number of matters, called Reserved Matters, which cannot be carried out without the consent of each class of shareholder. The list of Reserved Matters will include the following:
• Changes to the Business Plan
• Approval of the dividend policy
• Payment of dividends
• Increasing the Company's debt
• Amending the Company's Memorandum and Articles
• Repurchase of shares
• The making of loans
• Incurring expenditure above an agreed level
• The commencement of insolvency proceedings
5.5.7 There will be a deadlock mechanism to deal with disagreements between shareholders with disputed matters being referred to an independent expert for a binding decision.