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4. BUSINESS OF THE COMPANY
The business of the Company and its workscope responsibilities will unless and until the parties otherwise agree be confined to the 代写留学生论文workscope referred to in Annex One.
5. DIRECTORS
5.1 The board of directors of the Company will have responsibility for the supervision and management of the Company and its business save in respect of those matters which are specifically reserved for shareholders.
5.2 The board of directors will consist of no less than four directors and will be made up of an equal number of R, S, M and O Directors.
5.3 The post of chairman will be held in each twelve month period by a director appointed by R, S, M or O in rotation. The chairman will not have a casting vote.
5.4 A party may remove a director appointed by it and appoint a new director in his place by notice in writing to the Company and the other parties.
5.5 The party removing the director will indemnify the Company against any claim arising in connection with that director's removal from office.
5.6 Meetings of the directors will be convened and held at such times and places as agreed among the parties from time to time. A written agenda for each meeting of the directors specifying the matters to be raised at the meeting will be sent (together with the notice convening the meeting) not less than seven days before the date of the meeting to all directors (or their alternates) entitled to receive notice of the meeting.
5.7.1 Subject to Clause 5.7.2, no resolution may be passed at a directors' meeting unless at least three directors, representing at least three of the parties, are present and a majority of directors present at the meeting vote in favour; the majority must include directors appointed by at least three of the parties.
5.7.2 Notwithstanding Clause 5.7.1, resolutions relating to the following matters (to be known as “Reserved Matters”), will require the unanimous agreement of all members of the board of directors:
1. Appointment or dismissal of any member of the management team.
2. Further investment whether by way of bank loan or by increasing, altering or issuing share capital.
3. Reduction of share capital
4. Changing the scope of this Agreement either by way of expansion or reduction including the signing of any new contracts other than those envisaged at Completion and referred to in Annex One.
5. Approval of the annual business plan.
6. Changes to the Company Secretary, bankers or auditors.
7. Increasing or decreasing the number of directors.
8. Changes to the accounting policies set out in this Agreement.
9. Changes to the membership of the Steering Group subject to Clause 6.2.
10. Changes to the Interim Leadership Team, the Interim Health, Safety, Environment and Quality Adviser and the Interim Commercial Manager.
11. Changes to the allocation of work among the parties or material variations to either the Contract with YYY Limited or any of the subcontracts between the Company and any of the parties.
12. Payment of dividends by the Company.
13. Pursuing legal action or decisions to abandon a legal action once raised or a defence once lodged.
14. Termination or suspension of any of the subcontracts between the Company and any of the parties where there has been no default by that party.
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