Decision Maker: Cabinet

Outcome: Recommendations Approved (subject to call-in)

Is Key Decision?: Yes

Is Callable In?: Yes

Date of Decision: November 24, 2025

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.