Climate Contract Playbook Edition 3
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3.
DIVIDEND POLICY
3.1
Where a Shareholder has failed to comply with the obligations under clause 11.6 it shall not be permitted to receive any portion of the dividend distributed under clause 7.1 and the amount of the dividend shall be reduced proportionate to such Shareholder’s pro-rata allocation of the dividend (a “Portion”). Such Portion of the dividend will be retained by the Company and will be distributed to the defaulting Shareholder in accordance with clause 7.1 subject to the relevant Shareholder’s achieving compliance with clause 11.6.
4.
BUSINESS OF THE COMPANY
4.1
The Shareholders will each act in good faith to promote the best interests of the Company and ensure that the Business is conducted and developed in accordance with good business practice and any business plan for the Company that is adopted from time to time in furtherance of (in equal emphasis): (i) the Capital Purpose; and (ii) the Sustainability Goals.
5.
COMPANY SUSTAINABILITY GOALS
5.1
Within 30 Business Days from the date of execution of this Agreement the Board shall meet and resolve to: (i) adopt the Company’s Sustainability Goals; (ii) adopt a framework sustainability management standard by reference to [INSERT SPECIFIC STANDARD] (the “ Sustainability Management Standards ”) and (iii) designate a member of the Board to be the Company’s Chief Sustainability Officer (“ CSO ”). As soon as reasonably possible following the date of such meeting the Board shall provide a copy of meeting minutes to the Shareholders detailing the adopted Sustainability Goals along with a copy of the Company’s Sustainability Management Standards. Independent of each formal Board meeting convened in accordance with clause [#], the impact of the Company’s Sustainability Goals shall be reviewed and evaluated by the Board on a quarterly basis (a “ Sustainability Review Meeting ”), which evaluation shall include the Board considering, without limitation: (a) the Company’s progress in achieving its current Sustainability Goals; (b) whether any modifications should be made to the current Sustainability Goals; (c) whether any modifications should be made to the Sustainability Management Standards; (d) the effect of the current Sustainability Goals of the Company’s Capital Purpose; and (e) any additional Sustainability Goals. The Board shall provide copies of the meeting minutes from all Sustainability Review Meetings to Shareholders within 14 Business Days of the meeting date and any material changes to the Sustainability Goals shall be proposed to the Shareholders with such minutes in accordance with clause 5.1. The Board shall provide any further information reasonably requested by Shareholders in respect of the Sustainability Goals, provided that such request is made by a Shareholder within 30 Business Days of receipt of the minutes provided under clause 5.3.
5.2
5.3
5.4
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