Common use of Management Audit Clause in Contracts

Management Audit. 3.1 If an audit is required under paragraph 2.5 RSP shall carry out an audit of the Licensee’s management systems against the Licensee Control Objectives (the “Management Audit”). The Management Audit shall report whether or not: (a) the Licensee has in place and is complying with its own controls, objectives, policies and procedures that meet the requirements of this Agreement and the Licensee Control Objectives; (b) the Licensee has reported to RSP in a timely manner any material deficiencies by the Licensee of its obligations under this Agreement, and the Licensee Control Objectives together with any mitigating action taken. 3.2 Save in the event that any fraud or other malpractice is suspected RSP shall, within a reasonable and agreed time, notify the Licensee prior to the commencement of any audit or visit connected with the Management Audit which audit or visit shall not materially disrupt the business operations of the Licensee. 3.3 RSP shall permit the Licensee who is the subject of an audit or visit connected with the Management Audit, to verify the identity of the auditor with RSP. 3.4 Upon completion of the Management Audit, RSP shall forward to the Finance Director (or other similar authorised representative) of the Licensee in draft form a copy of the Management Audit report. 3.5 RSP shall provide an opportunity for the Licensee to attend a review meeting at the end of each audit or visit connected with the Management Audit and to review a copy of the draft Management Audit report. 3.6 RSP shall issue the final Management Audit report to the Licensee addressed to the Finance Director (or other similar authorised representative). 3.7 The final Management Audit report will be presented at the next available meeting of the relevant RSP Board Audit Sub-Committee. If so determined the final Management Audit report, or extracts, will be presented to the RSP Board Audit Committee. 3.8 RSP shall follow-up and initiate an escalation process, within a reasonable and agreed time, to ensure that any key issues flowing from an audit or visit connected with the Management Audit are reported and appropriate action taken. Improvement Action - means the work that the Licensee must carry out pursuant to the Plan to improve performance of their obligations under the Agreement or which the Licensee may be required to carry out. Plan - means the analysis and improvement plan which the Licensee must produce in accordance with the provisions of this Schedule. ATOC Compliance Audit - means the survey and/or audit to determine whether the Licensee is complying with his obligations under the Agreement.

Management Audit. 3.1 If an audit is required under paragraph 2.5 above, RSP shall carry out an audit of the LicenseeAgent’s management systems against the Licensee Agent Control Objectives (the “Management Audit”). The Management Audit shall report whether or not: (a) the Licensee Agent has in place and is complying with its own controls, objectives, policies and procedures that meet the requirements of this Agreement and the Licensee Agent Control Objectives; (b) the Licensee Agent has reported to RSP in a timely manner any material deficiencies by the Licensee Agent of its obligations under this Agreement, and the Licensee Agent Control Objectives together with any mitigating action taken. 3.2 Save in the event that any fraud or other malpractice is suspected RSP shall, within a reasonable and agreed time, notify the Licensee Agent prior to the commencement of any audit or visit connected with the Management Audit which audit or visit shall not materially disrupt the business operations of the LicenseeAgent. 3.3 RSP shall permit the Licensee an Agent who is the subject of an audit or visit connected with the Management Audit, to verify the identity of the auditor with RSP. 3.4 Upon completion of the Management Audit, RSP shall forward to the Finance Director (or other similar authorised representative) of the Licensee Agent in draft form a copy of the Management Audit report. 3.5 RSP shall provide an opportunity for the Licensee Agent to attend a review meeting at the end of each audit or visit connected with the Management Audit and to review a copy of the draft Management Audit report. 3.6 RSP shall issue the final Management Audit report to the Licensee Agent addressed to the Finance Director (or other similar authorised representative). 3.7 The final Management Audit report will be presented at the next available meeting of the relevant RSP Board Audit Sub-Committee. If so determined determined, the final Management Audit report, or extracts, will be presented to the RSP Board Audit Committee. 3.8 RSP shall follow-up and initiate an escalation process, within a reasonable and agreed time, to ensure that any key issues flowing from an audit or visit connected with the Management Audit are reported and appropriate action taken. Improvement Action - means the work . 3.1 Such sales shall be defined as those resulting from specific agreements that the Licensee must carry out pursuant Agent has with corporate customers and Travel Agents/Travel Management Companies (TA/TMCs), whether through the internet, specific corporate intranets or telephone call centres, either solely or in conjunction with third parties, for the provision of travel services. They shall not include the purchase of travel through an Agent-operated, public internet site by individual corporate travellers. 3.2 NOT USED. 3.3 All Agent corporate and TA/TMC sales shall attract a commission rate of 3.0% 3.4 Corporate sales made through an Agent-operated business account facility on its public internet site to credit account customers that have transacted as such in the Plan previous Quarter (“credit account”) shall attract the prevailing industry TA/TMC commission rate of 3%. The Agent shall use all reasonable efforts to improve performance of their obligations under ensure that those accounts that fall into the Agreement or which the Licensee may be required to carry out. Plan - means the analysis and improvement plan which the Licensee must produce in accordance with the provisions scope of this Scheduleparagraph 3.4 are treated as credit account customers from the start of the Quarter following the previous Quarter in which they commenced transacting as such. ATOC Compliance Audit - means For the survey and/or audit to determine whether purposes of this paragraph, “Quarter” shall mean each sequential three (3) Settlement Periods or four (4) Settlement Periods in the Licensee is complying with his obligations under the Agreementfinal quarter in any RSP Year.