Board Meetings and Resolutions. 9.1 Subject to Clause 7.22.6, at least 10 Working Days‟ written notice of any proposed meeting of the Board shall be given to each of the Representatives and JV LLP provided that a shorter period of notice may be given with the written approval of at least one Capco Representative (if appointed) and at least one TfL Representative (if appointed). Unless otherwise agreed by all of the Representatives, each such notice shall specify the date, time and place of the meeting (the date and time to be convenient to all Representatives, and unless otherwise agreed by all of the Representatives, the meeting shall be held in London) and a Board pack containing the following information as a minimum: 9.1.1 meeting agenda to identify the matters to be discussed at the meeting together with such supporting documents as are reasonably necessary and to the extent available to enable the Representatives to consider such matters; 9.1.2 a summary of the key terms of any material contract to be considered by the meeting; 9.1.3 budget and financial information in accordance with Clause 17; 9.1.4 an update of activities of JV LLP and JV LLP Subsidiaries (if any) against the Business Plan; 9.1.5 a forecast of projected activities and expenditure for the next Quarter against the Business Plan; 9.1.6 an update from the Funding Adviser(s) outlining the then current state of the funding market; and 9.1.7 an update from the Board's appointed property advisers outlining the then current state of the property market. 9.2 Unless otherwise agreed by the Board: 9.2.1 meetings of the Board shall be held not less than Quarterly and on a date during the week falling six weeks after the end of a Quarter agreed between a TfL Representative (if appointed) and a Capco Representative (if appointed) or on such other dates as a TfL Representative (if appointed) and a Capco Representative (if appointed) may agree. 9.2.2 the Business Manager will be responsible for circulating the Board packs for each Quarterly meeting of the Board; 9.2.3 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 shall be valid as a Board meeting provided that at all times at that telephone or video conference (or combination as appropriate) a quorum of the Representatives is able to so participate; 9.2.4 a resolution (which may be in counterparts) in writing (which includes email or other electronic format) signed by all the Representatives (which, in respect of electronic resolutions shall be by way of electronic signature or confirmation by email) entitled to receive notice of and vote at a Board meeting shall be as valid as if it had been passed at a Board meeting duly convened and held in person. 9.3 Each Representative is entitled to convene a meeting of the Board (provided it is called in accordance with Clause 9.1), have items included in the agenda and add documents to the Board pack for that meeting. If a Representative calls an additional meeting of the Board (additional to the Quarterly meetings), that Representative will be responsible for circulating a Board pack for that meeting, including a detailed agenda for the items to be discussed at the meeting. 9.4 Subject to Clauses 7.21.5 and 10: 9.4.1 the quorum for any meeting of the Board shall be one TfL Representative (if appointed) and two Capco Representatives (if appointed) or, if there are no TfL Representatives and no Capco Representatives, then two Representatives, provided that: (a) if there is no quorum within 30 minutes following the start time of the meeting or if there ceases to be a quorum at any time when business is to be transacted during the meeting, the meeting shall be adjourned for 5 Working Days or such other period as the Representatives may unanimously decide; and (b) the quorum in respect of such adjourned meeting shall be equal to the number of Representatives that are actually present at such meeting, provided that the Member who appointed the absent Representatives whose non-attendance caused the first Board meeting to be inquorate was served a notice of such non-attendance within 4 Working Days of such non-attendance (which notice may be served upon such Member by any Representative); 9.4.2 subject to Clause 9.7 and Clause 10, at any quorate meeting of the Board: (a) the TfL Representatives that are present at such meeting shall have one collective vote, which shall carry voting rights of a weighting equal to TfL‟s Member Voting Interest from time to time; (b) the Capco Representatives that are present at such meeting shall have one collective vote, which shall carry voting rights of a weighting equal to Capco‟s Member Voting Interest from time to time; and (c) the Representative(s) appointed by a New Member that are present at such meeting shall have one collective vote, which shall carry voting rights of a weight equal to such New Member‟s Member Voting Interest from time to time, provided that, where the TfL Representatives and/or the Capco Representatives and/or the New Member‟s Representative(s) (as applicable) cannot agree how to exercise their collective vote, the TfL Representatives and/or the Capco Representatives and/or the New Member‟s Representative(s) (as applicable) shall be deemed to have voted against the resolution; 9.4.3 subject to Clause 9.7 and Clause 10, resolutions of the Board shall require, as a minimum, a simple majority of the voting rights (taking into account the weightings of the respective votes, as detailed in Clause 9.4.2) to have been cast in favour of the resolution in order for the resolution to be passed. 9.5 All documents, agreements and deeds executed by JV LLP must be signed by the Representatives appointed by a Member whose Representatives hold, as a minimum, a simple majority of the voting rights on the Board (taking into account the weightings of the respective votes, as detailed in Clause 9.4.2) save for documents, agreements and deeds which are to be entered into by JV LLP as a result of a resolution passed by the Board pursuant to Clauses 7.22.4 or 10 in which event a duly authorised signatory of a Member whose Representatives held the majority of the voting rights exercisable at the relevant Board meeting may sign such documents, agreements and deeds as are reasonably necessary to effect such Board resolution. For the avoidance of doubt, for so long as Capco is the Member whose Representatives hold a simple majority of the voting rights on the Board (taking into account the weightings of the respective votes, as detailed in Clause 9.4.2), then the company secretary from time to time of the Capco Group shall be authorised and entitled to countersign any documents agreements and deeds that are signed by a single Capco Representative. 9.6 Unless otherwise agreed by all the Representatives, draft minutes of meetings of the Board shall be prepared by the Business Manager (a representative of whom shall be entitled to attend and speak, but not vote, at any meeting of the Board) and sent to each Representative for approval as soon as practicable after each meeting. 9.7 If the Business Management Agreement (which has been entered into by JV LLP) is terminated by JV LLP in accordance with its terms, the Board shall competitively tender for a replacement business manager provided that, where entities controlled by Capco Topco hold a majority of the Member Voting Interest, any decision relating to the replacement business manager (including the decision to approve the identity of the replacement business manager, and the proposed terms of the business management agreement) shall be taken by the Board, and: 9.7.1 the Representatives, other than the Capco Representatives, that are present at the relevant meeting shall have one collective vote on such decision, which shall carry voting rights of a weighting equal to 50%; and 9.7.2 the Capco Representatives that are present at the relevant meeting shall have one collective vote on such decision, which shall carry voting rights of a weighting equal to 50%. 9.8 TfL and Capco shall have the right, from time to time and by written notice to JV LLP, to appoint up to two persons to attend any Board meetings as observers (provided that where a proposed observer is not an employee of or advisor to the Capco Group or the TfL Group, such appointment shall be subject to the consent of Capco or TfL (as appropriate), such consent not to be unreasonably withheld), subject to any such observers, if required by the Board, having first executed a confidentiality undertaking in substantially the form of the confidentiality undertaking contained in paragraph 5 of the Letter of Appointment. Any person so appointed (each an “Observer”) shall be given (at the same time as the Representatives) notice of all Board meetings and all agendas, written materials, minutes and other papers and/or information relating to such meetings as are provided to each Representative. An Observer shall be entitled to attend any and all Board meetings and to speak provided that: (a) no Observer shall be entitled in any circumstances to vote; (b) the Observer shall speak only through or at the request of the TfL Representatives or the Capco Representatives (as appropriate); and (c) in the case of an advisor, the Observer shall advise the Representatives appointed by the Member who appointed him and not the Board. Each Member may remove any Observer appointed by it and appoint another person in his place by written notice to JV LLP. If requested by the Representatives appointed by the other Member (acting reasonably), the Representatives of a Member who has appointed an Observer shall require that Observer to leave the meeting to allow for the discussion of commercially sensitive matters.
Appears in 1 contract
Sources: Members' Agreement
Board Meetings and Resolutions. 9.1 Subject to Clause 7.22.6, at least 10 Working Days‟ written notice of any proposed meeting of the Board shall be given to each of the Representatives Directors and JV LLP JVCo provided that a shorter period of notice may be given with the written approval of at least one Capco Representative Director (if appointed) and at least one TfL Representative Director (if appointed). Unless otherwise agreed by all of the RepresentativesDirectors, each such notice shall specify the date, time and place of the meeting (the date and time to be convenient to all RepresentativesDirectors, and unless otherwise agreed by all of the RepresentativesDirectors, the meeting shall be held in London) and a Board pack containing the following information as a minimum:
9.1.1 meeting agenda to identify the matters to be discussed at the meeting together with such supporting documents as are reasonably necessary and to the extent available to enable the Representatives Directors to consider such matters;
9.1.2 a summary of the key terms of any material contract to be considered by the meeting;
9.1.3 budget and financial information in accordance with Clause 17;
9.1.4 an update of activities of JV LLP JVCo and JV LLP JVCo Subsidiaries (if any) against the Business Plan;
9.1.5 a forecast of projected activities and expenditure for the next Quarter against the Business Plan;
9.1.6 an update from the Funding Adviser(s) outlining the then current state of the funding market; and
9.1.7 an update from the Board's appointed property advisers outlining the then current state of the property market.
9.2 Unless otherwise agreed by the Board:
9.2.1 meetings of the Board shall be held not less than Quarterly and on a date during the week falling six 6 weeks after the end of a Quarter agreed between a TfL Representative Director (if appointed) and a Capco Representative Director (if appointed) or on such other dates as a TfL Representative Director (if appointed) and a Capco Representative Director (if appointed) may agree.;
9.2.2 the Business Manager will be responsible for circulating the Board packs for each Quarterly meeting of the Board;
9.2.3 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 shall be valid as a Board meeting provided that at all times at that telephone or video conference (or combination as appropriate) a quorum of the Representatives Directors is able to so participate;
9.2.4 a resolution (which may be in counterparts) in writing (which includes email or other electronic format) signed by all the Representatives Directors (which, in respect of electronic resolutions shall be by way of electronic signature or confirmation by emailsignature) entitled to receive notice of and vote at a Board meeting shall be as valid as if it had been passed at a Board meeting duly convened and held in person.; and
9.3 Each Representative Director is entitled to convene a meeting of the Board (provided it is called in accordance with Clause 9.1), have items included in the agenda and add documents to the Board pack for that meeting. If a Representative Director calls an additional meeting of the Board (additional to the Quarterly meetings), that Representative Director will be responsible for circulating a Board pack for that meeting, including a detailed agenda for the items to be discussed at the meeting.
9.4 Subject to Clauses 7.21.5 7.22.4 and 10:
9.4.1 the quorum for any meeting of the Board shall be one TfL Representative Director (if appointed) and two Capco Representatives Directors (if appointed) or, if there are no TfL Representatives Directors and no Capco RepresentativesDirectors, then two RepresentativesDirectors, provided that:
(a) if there is no quorum within 30 minutes following the start time of the meeting or if there ceases to be a quorum at any time when business is to be transacted during the meeting, the meeting shall be adjourned for 5 Working Days or such other period as the Representatives Directors may unanimously decide; and
(b) the quorum in respect of such adjourned meeting shall be equal to the number of Representatives Directors that are actually present at such meeting, provided that the Member Shareholder who appointed the absent Representatives Directors whose non-non- attendance caused the first Board meeting to be inquorate was served a notice of such non-attendance within 4 Working Days of such non-non- attendance (which notice may be served upon such Member Shareholder by any RepresentativeDirector);
9.4.2 subject to Clause 9.7 and Clause 10, at any quorate meeting of the Board:
(a) the TfL Representatives Directors that are present at such meeting shall have one collective vote, which shall carry voting rights of a weighting equal to TfL‟s Member Voting Interest holding of Issued Shares from time to time;
(b) the Capco Representatives Directors that are present at such meeting shall have one collective vote, which shall carry voting rights of a weighting equal to Capco‟s Member Voting Interest holding of Issued Shares from time to time; and
(c) the Representative(sDirector(s) appointed by a New Member Shareholder that are present at such meeting shall have one collective vote, which shall carry voting rights of a weight equal to such New Member‟s Member Voting Interest Shareholder‟s holding of Issued Shares from time to time, provided that, where the TfL Representatives Directors and/or the Capco Representatives Directors and/or the New Member‟s Representative(sShareholder‟s Director(s) (as applicable) cannot agree how to exercise their collective vote, the TfL Representatives Directors and/or the Capco Representatives Directors and/or the New Member‟s Representative(sShareholder‟s Director(s) (as applicable) shall be deemed to have voted against the resolution;
9.4.3 subject to Clause 9.7 and Clause 10, resolutions of the Board shall require, as a minimum, a simple majority of the voting rights (taking into account the weightings of the respective votes, as detailed in Clause 9.4.29.4.1) to have been cast in favour of the resolution in order for the resolution to be passed.
9.5 All documents, agreements and deeds executed by JV LLP JVCo must be signed by the Representatives Directors appointed by a Member Shareholder whose Representatives Directors hold, as a minimum, a simple majority of the voting rights on the Board (taking into account the weightings of the respective votes, as detailed in Clause 9.4.2) save for documents, agreements and deeds which are to be entered into by JV LLP JVCo as a result of a resolution passed by the Board pursuant to Clauses 7.22.4 or 10 in which event a duly authorised signatory of a Member whose Representatives held the majority of the voting rights exercisable at the relevant Board meeting may sign such documents, agreements and deeds as are reasonably necessary to effect such Board resolution. For the avoidance of doubt, for so long as Capco is the Member whose Representatives hold a simple majority of the voting rights on the Board (taking into account the weightings of the respective votes, as detailed in Clause 9.4.2), then the company secretary from time to time of the Capco Group shall be authorised and entitled to countersign any documents agreements and deeds that are signed by a single Capco Representative.
9.6 Unless otherwise agreed by all the Representatives, draft minutes of meetings of the Board shall be prepared by the Business Manager (a representative of whom shall be entitled to attend and speak, but not vote, at any meeting of the Board) and sent to each Representative for approval as soon as practicable after each meeting.
9.7 If the Business Management Agreement (which has been entered into by JV LLP) is terminated by JV LLP in accordance with its terms, the Board shall competitively tender for a replacement business manager provided that, where entities controlled by Capco Topco hold a majority of the Member Voting Interest, any decision relating to the replacement business manager (including the decision to approve the identity of the replacement business manager, and the proposed terms of the business management agreement) shall be taken by the Board, and:
9.7.1 the Representatives, other than the Capco Representatives, that are present at the relevant meeting shall have one collective vote on such decision, which shall carry voting rights of a weighting equal to 50%; and
9.7.2 the Capco Representatives that are present at the relevant meeting shall have one collective vote on such decision, which shall carry voting rights of a weighting equal to 50%.
9.8 TfL and Capco shall have the right, from time to time and by written notice to JV LLP, to appoint up to two persons to attend any Board meetings as observers (provided that where a proposed observer is not an employee of or advisor to the Capco Group or the TfL Group, such appointment shall be subject to the consent of Capco or TfL (as appropriate), such consent not to be unreasonably withheld), subject to any such observers, if required by the Board, having first executed a confidentiality undertaking in substantially the form of the confidentiality undertaking contained in paragraph 5 of the Letter of Appointment. Any person so appointed (each an “Observer”) shall be given (at the same time as the Representatives) notice of all Board meetings and all agendas, written materials, minutes and other papers and/or information relating to such meetings as are provided to each Representative. An Observer shall be entitled to attend any and all Board meetings and to speak provided that:
(a) no Observer shall be entitled in any circumstances to vote;
(b) the Observer shall speak only through or at the request of the TfL Representatives or the Capco Representatives (as appropriate); and
(c) in the case of an advisor, the Observer shall advise the Representatives appointed by the Member who appointed him and not the Board. Each Member may remove any Observer appointed by it and appoint another person in his place by written notice to JV LLP. If requested by the Representatives appointed by the other Member (acting reasonably), the Representatives of a Member who has appointed an Observer shall require that Observer to leave the meeting to allow for the discussion of commercially sensitive matters.Clauses
Appears in 1 contract
Sources: Shareholders' Agreement