Common use of Steering Group Clause in Contracts

Steering Group. 6.1 The Joint Committee shall be supported by a Steering Group comprising (a) the Chief Planning Officer (or his representative) of each of the Member Councils and (b) the Manager of the Archaeology Service or his representative provided that that latter representative is a member of the Archaeology Service (that Steering Group being referred to herein as "the Steering Group"). The Steering Group will, on an annual basis, appoint by means to be approved by it one of its Members as Chair of the Steering Group and one as Vice-Chair (referred to herein as "the Chair" and "the Vice-Chair" respectively). In the absence of the Chair and Vice Chair from any meeting of the Steering Group, the other members thereof present shall appoint one of their number to take the Chair for the duration of that meeting. Voting at meetings of the Steering Group shall be by a majority of its members present and voting. In the event of an equality of votes at a meeting of the Steering Group the person in the Chair shall have a casting, as well as a deliberative, vote. The Steering Group will meet regularly (at least four times each year) to consider inter alia: (i) the overseeing of the activities of the Manager of the Archaeology Service and his staff (the Manager and his staff being referred to herein as "the Archaeology Service") and the monitoring of, and the provision by the Chair, whom failing the Vice Chair, of direction in relation to, the service provided by the Archaeology Service; (ii) the setting of priorities with regard to the remit of the Archaeology Service specified in the Schedule hereto; (iii) the resolution of disputes with regard to inter alia the allocation of resources and level of service, but only within the budgetary parameters agreed by the Joint Committee; (iv) budgetary preparation and to ensure close overall financial control over expenditure by the Archaeology Service, and the notification to the Joint Committee of appropriate adjustments, within budgetary parameters agreed by the Joint Committee, to the Joint Committee's budgets; and (v) the need for any amendments to the remit of the Archaeology Service contained in the Schedule hereto and following consultation with the Archaeology Service the making to the Joint Committee of relative recommendations. 6.2 The Chair or Vice Chair or the nominee of either, but provided that any such nominee is a member of the Steering Group, shall have power to hold disciplinary hearings in respect of alleged misconduct on the part of the Manager and alleged gross misconduct on the part of any member of the Archaeology Service, take relative disciplinary action and take part in relative appeals. 6.3 The Chair whom failing the Vice Chair shall, and the other members of the Steering Group may, attend, provide advice at and make recommendations to, meetings of the Joint Committee but none of those Officers shall have a vote at those meetings.

Steering Group. 6.1 The Joint Committee shall be supported by a Steering Group comprising (a) 2.1 On the Chief Planning Officer (or his representative) date of each of this Agreement the Member Councils Council and (b) the Manager of the Archaeology Service or his representative provided that that latter representative is a member of the Archaeology Service (that Steering Group being referred Developer are to herein as "the Steering Group"). The Steering Group will, on an annual basis, appoint by means to be approved by it one of its Members as Chair of establish the Steering Group and one from such date both parties are to use all reasonable endeavours to procure that the Steering Group carries out the Steering Group Objectives and otherwise complies with the requirements of this Schedule. 2.2 The Steering Group shall (as Vice-Chair (referred to herein as "the Chair" and "the Vice-Chair" respectively). In the absence a minimum) be made up of the Chair Council’s Director of Regeneration (or such other senior officer at the Council as may be notified by the Council to the Developer in writing from time to time) as “Council’s Representative” and Vice Chair from any meeting the Developer’s “Group Development Director” or equivalent role as the “Developer’s Representative”. 2.3 The Council is to procure a) a senior housing management officer and b) a senior marketing, communications and involvement officer in each case with responsibility for the Development Area attends all of the meetings of the Steering Group, and the Developer is to procure a) equivalently senior representative of the Developer with responsibility for the whole of the Development Area for housing management and b) the Project Director and c) the MCI Director attend the Steering Group meetings. 2.4 Additional representatives of the Council and the Developer may attend the Steering Group meetings but the Steering Group is not to be quorate without both the Council’s Representative and Developer’s Representative (or their appointed proxies as permitted by paragraph 2.11), and (unless otherwise agreed by the Parties) only the Council’s Representative and Developer’s Representative are to have the right to vote on any decision made by the Steering Group. At every meeting the Council and Developer shall have one vote each, with no casting vote. 2.5 It is proposed that the Developer’s Representative and the Council’s Representative are to have delegated authority from the Developer and the Council respectively to make most decisions contemplated to be required at Steering Group meetings without the need for further authority, to ensure the effective delivery of the Development in accordance with this Agreement and the Milestones. Where major decisions (being decisions which either the Developer’s Representative or the Council’s Representative does not have authority to make or elects not to make at the relevant meeting) do need further ratification, the relevant party is to endeavour to procure that this be obtained within six weeks of the relevant meeting (although it is accepted that neither party can ▇▇▇▇▇▇ itself as to whether the ratification will be forthcoming). 2.6 At its inaugural meeting (which must take place within the first ten Working Days after exchange of the Agreement) the Steering Group is to review the Steering Group Objectives and agree any additional Steering Group Objectives (or any variations to the Steering Group Objectives) and administrative housekeeping procedures so far as they are not set out in the Agreement that the Parties (acting reasonably) consider are required. 2.7 The Steering Group Objectives and the administrative procedures are to be reviewed by the Parties every twelve months at the Business Plan Review Meeting. 2.8 The chairperson’s role for the Steering Group meetings is to be rotated between the Developer’s Representative and the Council’s Representative. 2.9 The chairperson is to be responsible for chairing the meeting and co-ordinating the discussion of the agenda by the Steering Group. 2.10 The chairperson is not to have an additional casting vote, so each Party is equally represented. 2.11 The Council’s Representative and the Developer’s Representative shall each be entitled to appoint a proxy representative to attend meetings and vote on their behalf. Such proxy is to be of suitable seniority so as to be able to act and vote, and the relevant Party is to procure that any proxy is fully briefed as to the Development and progress against the Milestones. 2.12 Where the Council wishes to replace the Council’s Representative, or the Developer wishes to replace the Developer’s Representative, they may do so provided that such replacement person is of not materially lesser experience and expertise and detailed knowledge of the day-to-day delivery of the Development. The relevant party must notify the other members thereof present shall appoint one prior to the appointment of their number the replacement person and have due regard to take any representations made in relation to the Chair for suitability of the duration of that meeting. Voting at meetings candidate. 2.13 Meetings of the Steering Group shall be held at least once every three months at the Council’s offices and if either the Council or the Developer reasonably requires on such other occasions and at such other location in London as shall be reasonably agreed between the Developer and the Council on no less than ten Working Days written notice. 2.14 Where the Developer’s Representative or Council’s Representative (or their proxy appointed pursuant to paragraph 2.11) (“the Defaulting Party”) does not attend a Steering Group Meeting that meeting will not be quorate and a further meeting may be called by the other Party, with the Defaulting Party and their solicitors being given no less than 20 Working Days written notice of the time and location of the subsequent meeting such written notice to include the words in bold prominently stating “failure to attend the meeting will constitute an Event of Default pursuant to the Development Partnership Agreement made between Southwark Council and Notting Hill Housing Trust relating to the Aylesbury Estate and may lead to termination of such Agreement”. 2.15 The Project Director will prepare a majority draft agenda for each meeting and the Developer will use all reasonable endeavours to deliver a copy to the Council at least five Working Days prior to the date of the meeting and the Council shall add to the agenda items any other business which ought to be discussed at such meeting and seek to provide this to the Developer as soon as possible prior to the meeting. 2.16 Promptly following each meeting the Developer’s Representative will prepare complete and accurate minutes (including a log of all decisions made and action points) and deliver a copy in duplicate to the Council signed on behalf of the Developer by the Developer’s Representative. If the Council disputes the content of the minutes it is to notify the Developer and the parties are to seek to agree the form of minutes as soon as reasonably practicable and in any event within 10 Working Days of such notice. Where the minutes have been agreed the Council are to sign and return one copy of the minutes to the Developer for its members present records. 2.17 The Developer shall procure the attendance at such meetings of such of the Developer’s personnel and voting. In consultants as the event of an equality of votes at a meeting of Council shall reasonably require having regard to the agenda for that meeting. 2.18 At the Steering Group meetings and the person annual Business Plan Review Meeting the Developer’s Representative will inform the Council’s Representative of all material measures taken and stages reached by the Developer in performing its obligations under this Agreement and any material problems or delays affecting the Chair shall have a casting, as well as a deliberative, vote. Development. 2.19 The Steering Group will meet regularly (at least four times each year) are to consider inter alia: (i) engage with the overseeing Residents’ Group and any local community stakeholders and ensure that they are kept informed as to progress of the activities of the Manager of the Archaeology Service Development. The Residents’ Group and his staff (the Manager and his staff being referred to herein as "the Archaeology Service") and the monitoring of, and the provision by the Chair, whom failing the Vice Chair, of direction in relation to, the service provided by the Archaeology Service; (ii) the setting of priorities with regard to the remit of the Archaeology Service specified in the Schedule hereto; (iii) the resolution of disputes with regard to inter alia the allocation of resources and level of servicestakeholders will not attend actual Steering Group meetings, but only within the budgetary parameters agreed by the Joint Committee; (iv) budgetary preparation and to ensure close overall financial control over expenditure by the Archaeology Service, and the notification to the Joint Committee of appropriate adjustments, within budgetary parameters agreed by the Joint Committee, to the Joint Committee's budgets; and (v) the need for any amendments to the remit of the Archaeology Service contained in the Schedule hereto and following consultation with the Archaeology Service the making to the Joint Committee of relative recommendations. 6.2 The Chair or Vice Chair or the nominee of either, but provided that any such nominee is a member of the Steering Group, shall have power to hold disciplinary hearings in respect of alleged misconduct on the part of the Manager and alleged gross misconduct on the part of any member of the Archaeology Service, take relative disciplinary action and take part in relative appeals. 6.3 The Chair whom failing the Vice Chair shall, and the other members of the Steering Group may, attend, will provide advice a separate update at and make recommendations to, meetings of agreed periods following the Joint Committee but none of those Officers shall have a vote at those meetingsSteering Group meeting.

Steering Group. 6.1 The Joint Committee 3.1 With effect from the Effective Date the Parties shall be supported by establish and run a Steering Group comprising (a) as the Chief Planning Officer (or his representative) principal organ of each liaison, communication and strategic planning with regard to the Development and Commercialization of the Member Councils Products and (b) to oversee the Manager activities of the Archaeology Service or his representative provided that that latter representative is a member of Sub-Committees under this Agreement as follows: 3.1.1 the Archaeology Service (that Steering Group being referred shall comprise six (6) persons (“Group Members”) and Quotient and OCD respectively shall be entitled to herein as "the Steering Group"). The Steering appoint three (3) Group willMembers, on an annual basis, appoint by means to be approved remove any Group Member appointed by it one and to appoint any person to fill a vacancy arising from the removal or retirement of its such Group Member appointed by it. Group Members as Chair must be appropriate for the primary function of the Steering Group in terms of their seniority, availability, function in their respective organization, training and experience and there will be a chairperson (“Group Chairperson”) who will alternate between one of Quotient’s Group Members and one as Vice-Chair (referred of OCD’s Group Members at each meeting; 3.1.2 Quotient and OCD respectively shall each notify the other of any change in the identities of their Group Members. Both sides shall use reasonable efforts to herein as "keep an appropriate level of continuity in representation. Group Members may be represented at any meeting by another person designated in writing by the Chair" and "absent Group Member; [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 3.1.3 the Vice-Chair" respectively). In the absence venue for meetings of the Chair Steering Group shall alternate between the premises of the Parties, if not held by teleconference or videoconference or another mutually acceptable site. Each Party shall be responsible for its own expenses including travel and Vice Chair accommodation costs incurred in connection with Steering Group meetings; 3.1.4 the Steering Group shall have power to invite persons whose special skills or influence might advance the Development and/or Commercialization of the Products, in confidence and upon behalf of the Steering Group, to attend and address meetings of the Steering Group. For the avoidance of doubt it is agreed that such persons shall not be Group Members; 3.1.5 the Group Chairperson is responsible for promptly preparing the minutes of any Steering Group meeting, which shall set forth, in reasonably specific detail, the discussions and any approval, determination and any other action agreed to by all members of the Steering Group. The Group Chairperson shall seek unanimous approval of those minutes from any the Group Members, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party provided that such minutes shall be deemed accepted if, within twenty (20) days from receipt, no one has objected in writing to the Group Chairperson; and 3.1.6 no later than seven (7) days prior to each meeting of the Steering Group, each Party will provide the other members thereof with written copies of all materials that Party intends to present shall appoint one of their number to take the Chair for the duration of that meeting. Voting at meetings of the Steering Group shall be by a majority of meeting and each Sub-Committee will submit its members present and voting. In the event of an equality of votes at a meeting of the Steering Group the person in the Chair shall have a casting, as well as a deliberative, vote. The Steering Group will meet regularly (at least four times each year) to consider inter alia: (i) the overseeing of the activities of the Manager of the Archaeology Service and his staff (the Manager and his staff being referred to herein as "the Archaeology Service") and the monitoring of, and the provision by the Chair, whom failing the Vice Chair, of direction in relation to, the service provided by the Archaeology Service; (ii) the setting of priorities with regard report to the remit of the Archaeology Service specified in the Schedule hereto; (iii) the resolution of disputes with regard to inter alia the allocation of resources and level of service, but only within the budgetary parameters agreed by the Joint Committee; (iv) budgetary preparation and to ensure close overall financial control over expenditure by the Archaeology Service, and the notification to the Joint Committee of appropriate adjustments, within budgetary parameters agreed by the Joint Committee, to the Joint Committee's budgets; and (v) the need for any amendments to the remit of the Archaeology Service contained in the Schedule hereto and following consultation with the Archaeology Service the making to the Joint Committee of relative recommendationsGroup Members. 6.2 The Chair or Vice Chair or the nominee of either, but provided that any such nominee is a member of the Steering Group, shall have power to hold disciplinary hearings in respect of alleged misconduct on the part of the Manager and alleged gross misconduct on the part of any member of the Archaeology Service, take relative disciplinary action and take part in relative appeals. 6.3 The Chair whom failing the Vice Chair shall, and the other members of the Steering Group may, attend, provide advice at and make recommendations to, meetings of the Joint Committee but none of those Officers shall have a vote at those meetings.

Steering Group. 6.1 The Joint Committee 3.1 With effect from the Effective Date the Parties shall be supported by establish and run a Steering Group comprising (a) as the Chief Planning Officer (or his representative) principal organ of each liaison, communication and strategic planning with regard to the Development and Commercialization of the Member Councils Products and (b) to oversee the Manager activities of the Archaeology Service or his representative provided that that latter representative is a member of Sub-Committees under this Agreement as follows: 3.1.1 the Archaeology Service (that Steering Group being referred shall comprise six (6) persons (“Group Members”) and Quotient and OCD respectively shall be entitled to herein as "the Steering Group"). The Steering appoint three (3) Group willMembers, on an annual basis, appoint by means to be approved remove any Group Member appointed by it one and to appoint any person to fill a vacancy arising from the removal or retirement of its such Group Member appointed by it. Group Members as Chair must be appropriate for the primary function of the Steering Group in terms of their seniority, availability, function in their respective organization, training and experience and there will be a chairperson (“Group Chairperson”) who will alternate between one of Quotient’s Group Members and one as Vice-Chair (referred of OCD’s Group Members at each meeting; 3.1.2 Quotient and OCD respectively shall each notify the other of any change in the identities of their Group Members. Both sides shall use reasonable efforts to herein as "keep an appropriate level of continuity in representation. Group Members may be represented at any meeting by another person designated in writing by the Chair" and "absent Group Member; 3.1.3 the Vice-Chair" respectively). In the absence venue for meetings of the Chair Steering Group shall alternate between the premises of the Parties, if not held by teleconference or videoconference or another mutually acceptable site. Each Party shall be responsible for its own expenses including travel and Vice Chair accommodation costs incurred in connection with Steering Group meetings; 3.1.4 the Steering Group shall have power to invite persons whose special skills or influence might advance the Development and/or Commercialization of the Products, in confidence and upon behalf of the Steering Group, to attend and address meetings of the Steering Group. For the avoidance of doubt it is agreed that such persons shall not be Group Members; 3.1.5 the Group Chairperson is responsible for promptly preparing the minutes of any Steering Group meeting, which shall set forth, in reasonably specific detail, the discussions and any approval, determination and any other action agreed to by all members of the Steering Group. The Group Chairperson shall seek unanimous approval of those minutes from any the Group Members, signing and dating the approved minutes and promptly distributing a copy of the signed minutes to each Party provided that such minutes shall be deemed accepted if, within twenty (20) days from receipt, no one has objected in writing to the Group Chairperson; and 3.1.6 no later than seven (7) days prior to each meeting of the Steering Group, each Party will provide the other members thereof with written copies of all materials that Party intends to present shall appoint one of their number to take the Chair for the duration of that meeting. Voting at meetings of the Steering Group shall be by a majority of meeting and each Sub-Committee will submit its members present and voting. In the event of an equality of votes at a meeting of the Steering Group the person in the Chair shall have a casting, as well as a deliberative, vote. The Steering Group will meet regularly (at least four times each year) to consider inter alia: (i) the overseeing of the activities of the Manager of the Archaeology Service and his staff (the Manager and his staff being referred to herein as "the Archaeology Service") and the monitoring of, and the provision by the Chair, whom failing the Vice Chair, of direction in relation to, the service provided by the Archaeology Service; (ii) the setting of priorities with regard report to the remit of the Archaeology Service specified in the Schedule hereto; (iii) the resolution of disputes with regard to inter alia the allocation of resources and level of service, but only within the budgetary parameters agreed by the Joint Committee; (iv) budgetary preparation and to ensure close overall financial control over expenditure by the Archaeology Service, and the notification to the Joint Committee of appropriate adjustments, within budgetary parameters agreed by the Joint Committee, to the Joint Committee's budgets; and (v) the need for any amendments to the remit of the Archaeology Service contained in the Schedule hereto and following consultation with the Archaeology Service the making to the Joint Committee of relative recommendationsGroup Members. 6.2 The Chair or Vice Chair or the nominee of either, but provided that any such nominee is a member of the Steering Group, shall have power to hold disciplinary hearings in respect of alleged misconduct on the part of the Manager and alleged gross misconduct on the part of any member of the Archaeology Service, take relative disciplinary action and take part in relative appeals. 6.3 The Chair whom failing the Vice Chair shall, and the other members of the Steering Group may, attend, provide advice at and make recommendations to, meetings of the Joint Committee but none of those Officers shall have a vote at those meetings.