Common use of Principles of Management Clause in Contracts

Principles of Management. (1) The managing directors of the Company shall conduct the business of the Company with the care of a correct and diligent businessman according to statutory law, the articles of association of the Company and these rules of procedure. (2) The managing directors of the Company shall act on the basis of resolutions passed by them on the relevant matter. Other than from time to time as agreed upon by the shareholders of the Company with respect to the day-to-day business of the Company, decisions of the management board of the Company shall require the unanimous consent of the managing directors of the Company. In the event the managing directors are not able to reach such unanimous consent, where required, each managing director is entitled to refer a matter to the decision of the shareholders of the Company owning a majority of the outstanding share capital of the Company, which decision shall be binding on the managing directors. The non compliance of a managing director such decision is considered an important reason for removal as managing director. Regardless of such internal rules, the powers to represent and to legally bind the Company are set forth in Article 3 of the Owners' Agreement made effective October 1, 2001 among the Company, Jurriaan J. Hovis, Ferdinand Steinbauer and Garda Investment▇ ▇▇▇▇. (▇▇▇ "▇▇▇▇▇▇' ▇▇▇▇▇▇▇▇▇") (▇) The managing directors of the Company shall report to the shareholders on an ongoing basis in particular by submitting to the shareholders monthly reports of Hovis GmbH. (4) In preparing the Company's annual financial sta▇▇▇▇▇ts, the managing directors of the Company shall apply GAAP (as such term is defined in the Owners' Agreement). However, in the event that GAAP (as such term is defined in the Owners' Agreement) and past practice conflict, then GAAP (as such term is defined in the Owners' Agreement) shall prevail.

Principles of Management. (1) The managing directors of the Company shall conduct the business of the Company with the care of a correct and diligent businessman according to statutory law, the articles of association of the Company and these rules of procedure. (2) The managing directors of the Company shall act on the basis of resolutions passed by them on the relevant matter. Other than from time to time as agreed upon by the shareholders of the Company with respect to the day-to-day business of the Company, decisions of the management board of the Company shall require the unanimous consent of the managing directors of the Company. In the event the managing directors are not able to reach such unanimous consent, where required, each managing director is entitled to refer a matter to the decision of the shareholders of the Company owning a majority of the outstanding share capital of the Company, which decision shall be binding on the managing directors. The non compliance of a managing director such decision is considered an important reason for removal as managing director. Regardless of such internal rules, the powers to represent and to legally bind the Company are set forth in Article 3 of the Owners' Agreement made effective October 1, 2001 among the Company, Jurriaan J. Hovis, Ferdinand Steinbauer and Garda Investment▇ ▇▇▇▇. (▇▇▇ "▇▇▇▇▇▇' ▇▇▇▇▇▇▇▇▇"). (▇) The managing directors of the Company shall report to the shareholders on an ongoing basis in particular by submitting to the shareholders monthly reports of Hovis GmbH. (4) In preparing the Company's annual financial sta▇▇▇▇▇ts, the managing directors of the Company shall apply GAAP (as such term is defined in the Owners' Agreement). However, in the event that GAAP (as such term is defined in the Owners' Agreement) and past practice conflict, then GAAP (as such term is defined in the Owners' Agreement) shall prevail.