Purpose

This
report proposes an amendment to the Articles of Association of
Terra Verde Services Ltd (TVS) to enable the remuneration of
Councillors who are appointed as Directors. It sets out the
relevant legal and governance framework, assesses associated risks
and implications, and presents recommendations for
approval.

Content

(1)        That the
Cabinet approved the proposed amendments to Article 35 of TVS
Ltd.’s Company’s Articles of Association, as detailed
in Appendix 1 and 2 of this report, and recommended their inclusion
as a Special Resolution for consideration and approval at the 2025
TVS Ltd Annual General Meeting (AGM).
 

(2)        That the
Cabinet approved the development and adoption of a comprehensive
Director Remuneration Policy (Appendix 3), incorporating the
following parameters:
 

·               
Remuneration Caps: Clearly defined maximum
thresholds for director compensation, aligned with market
benchmarks and company performance.
 

·               
Performance Criteria: Objective and measurable
performance indicators to govern variable remuneration
components.
 

·               
Transparency Measures: Full disclosure of
remuneration structures, approval processes, and performance
outcomes in accordance with applicable legal and governance
standards.
 

·               
Eligibility Criteria: Specification of roles and
conditions under which directors may be eligible for
remuneration.
 

·               
Approval Processes: Establishment of procedures
requiring shareholder approval for director remuneration, in
compliance with the Companies Act 2006 and the Company’s
Articles of Association.
 

(3)        That the
Cabinet approved giving delegated authority to the Service
Director, Contracts, Partnerships and Procurement, (as Shareholder
Representative), in consultation with EFDC’s Section 151 officer and Monitoring
Officer (as required) to:
 

(a)          
Approve amendments to existing arrangements between
the EFDC and TVS Ltd, where such amendments are necessary for
operational, financial, legal or strategic developments between the
EFDC and TVS Ltd.

 

(b)          
Approve any additional agreements required for
operational, financial, legal or strategic developments between
EFDC and TVS Ltd, provided they are consistent with TVS
Ltd.’s objectives and EFDC’s Corporate plan.

 

(c)           
Report material changes to the Shareholder Board or
the Cabinet, as appropriate, to ensure transparency and
oversight.
 

(4)        That the
Cabinet approved the Payment Mechanism agreement attached as
Appendix 4.