Common use of Steering Committee Clause in Contracts

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papier

Appears in 1 contract

Samples: paperprofile.com

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Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulpPacira shall make all decisions with respect to the strategy and resources for the marketing and promotion of the Products. However, paper other issues may arise under the terms of this Work Order or between the parties while operating under this Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Sales Force turnover and paperboard industry companies in Europeother changing market conditions. The companies guide the initiative through the Paper Profile parties shall, therefore, establish a Steering Committee, chaired by Pacira and consisting of up to three (3) members from each party. The Steering chairperson’s duties shall include site selection, logistics, agenda and facilitation; provided however, that a Quintiles Committee is member may submit agenda items to the decision-making body responsible for Chair and such items shall be included in the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work next regular meeting of the Steering Committee. Each member of the Committee shall be an employee or member of the Board of Directors of the party that appointed such member. Initial appointments shall be made within fourteen (14) days of the date of this Work Order. A member of the Committee may be removed at any time, with or without cause, Work Order by the party that appointed such member. The Steering Committee constitutes a quorum if more than half shall meet each quarter, or otherwise at the call of its company the chairperson to review, coordinate, and discuss issues regarding the Promotional Program. In addition, the Committee shall review and resolve issues pertaining to this Work Order. The members are present. Primarily of the Steering Committee will work use reasonable efforts to reach consensus on every proposal all decisions. In Witness Whereof, Pacira and Quintiles have caused this Work Order # 6508 to be duly executed on their behalf by their authorized representatives and made effective as of Effective Date of Work Order appearing above. Accepted and Agreed to by: QUINTILES COMMERCIAL US, INC. PACIRA PHARMACEUTICALS /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxx By: By: Xxxxx Xxxxxxx By: Xxxxx Xxxxx Title: Title: Sr. VP of Commercialization Title: CEO and President Date: Date: August 30, 2011 Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION DATE Project # 6508 Category Included in Daily Fee Additional Fee Due Quintiles Pass- Through Expenses Pacira Direct Expenses Salary, including payroll taxes, for Sales Representatives, Regional Managers, Project Leader X Incentive compensation (bonus) for Sales Representatives, including payroll taxes X Benefits package, including (401k), medical, dental, Rx, vacation, holidays X Auto Costs in territory, including monthly allowance, mileage reimbursement, parking and tolls. X Basic Business Expenses in territory, including phone, paper supplies, postage and voice mail. X Business Cards & Detail Bags X Call Reporting & Sample Accountability X Computers for Sales Representatives, including software, helpdesk support, data/replication lines X Computers for DMs, RSMs, NSM, including software, helpdesk support, data/replication lines X IMS Third Party Charges X Infrastructure support (operations, HR, finance, legal) X Liability Insurance: employment, workers comp, E & O, CGL, auto X Initial recruitment, includes drug screens, background and motor vehicle checks X Backfill recruitment, includes drug screens, background and motor vehicle checks X Meetings: Pacira national and regional meetings; product launches X Promotional Expense Budget (access money) X Promotional Program and Promotional Materials (sales aids) X Promotional marketing expenses, including sales data X Training program, materials and facilities; initial and follow-up X Quintiles core curriculum training program, materials and facilities X Field Sales Licensure or Reporting Expenses X Travel Expenses (air, hotel, meals, T&E) X Licensing and Credentialing X Attachment B to Sales Force Work Order Full Time Representatives 63 District Managers 6 Project Leader 1 ] DIRECT COSTS (IN DAILY RATE) COMPENSATION Representatives Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] District Manager Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] PL Compensation & Benefits $ [**] Salary $ [**] Benefits/Taxes $ [**] Project Coordinator Support $ [**] Systems and Services Manager $ [**] Total Compensation $ [**] EXPENSES Rep Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] DM Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] PL Field Expenses $ [**] Auto Allowance $ [**] Others $ [**] Total Expenses $ [**] Direct Costs Subtotal $ [**] Assumptions: $[**] annual salary payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP $[**] annual salary includes additional months for startup/closeout payroll taxes (FICA, XXXX, etc.), medical/dental, life, 401(k), W/C, EAP Project Coordinator salary and employment costs SSM salary and employment costs car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail, AMA license car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail car + gas + insurance + maintenance telephone, ISP, supplies, postage, parking & tolls, voicemail ADDITIONAL COSTS (NOT IN DAILY RATE) RECRUITING Initial Recruitment $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Recruitment Costs $ [**] BONUS Target Bonus $ [**] Rep $ [**] DM $ [**] PL $ [**] Total Bonus $ [**] TRAINING Manager Development Training Phase I - Homestudy $ [**] Manager Development Training Phase II - Classroom $ [**] Representative Initial Development Training (Single Session) $ [**] SFA Training $ [**] Quintiles Learning System $ [**] Total Training Costs $ [**] SFA/IT Startup Costs $ [**] IT $ [**] SFA $ [**] Annual Costs $ [**] IT $ [**] SFA $ [**] Total SFA/IT Costs $ [**] SAMPLE ACCOUNTABILITY SA Automated Model $ — Additional Costs Subtotal $ [**] SERVICE FEE $ [**] TOTAL PROJECT COSTS $ [**] Assumptions: $[**] per rep - includes drug screen and reference check $[**] per DM - includes drug screen and reference check $[**] per PL - includes drug screen and reference check [**]% bonus potential + [**]% tax [**]% bonus potential + [**]% tax [**]% bonus potential +[**]% tax Targeted Selection Certification, FastTrackSelect Recruiting Model, Field Sales Administration Training Delivery, Materials Training Development, Training Delivery, Training Account Executive, Materials Training on SFA platform Web based training for home study and on going development Extranet hardware, shipping, MS Office/Utilities setup, set-up and implementation, helpdesk Veeva SFA implementation and setup Computers, accessories, printers, shipping, MS Office/Utilities licenses, system maintenance, helpdesk Veeva SFA license fee Reconciliations, inventories, transaction processing, data entry, reporting compliance Attachment B (cont.) to Sales Force Work Order Project #6508 COSTS TO BE CHARGED AS INCURRED ESTIMATED BACKFILL RECRUITING Backfill Recruiting Rep $ [**] TRAVEL EXPENSES T/E for recruiting travel [**] T/E to training (Single Session) $ [**] T/E to meetings $ [**] T/E to support sales $ [**] LICENSING & CREDENTIALS Licensing & Credentials $ [**] Total As Incurred Expenses $ [**] Risk Metrics $ [**] [**] per rep backfill and[**]%turnover Estimated travel costs for manager and sales rep recruiting Estimated travel, lodging, and meals to classroom training, assumes single training session for entire team Estimated POA meetings: 2two-day meetings Estimated at 1 day per month per Rep @ $[**]per day, [**] days per month per Mgr @ $[**] per day, [**] days per month per PL @ $[**] per day Estimate of $[**] per team member is being included as a pass-through due to a growing industry trend of requiring credentials in order to reach consensusgain access to a facility. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred Attachment C to the voting if the Steering Committee has not reached consensus within one meeting. The proposal Sales Force Work Order Project #6508 Budgeted Project Costs G1 G2 G3 G4 G5 G6 G7 G8 Section of Work Order Estimated PT Promotional Backfill/Recruiting Month Budgeted Labor Costs P/T Bonus Training Funds Estimate IT/CRM Risk Total Contract Yr 1 Jun-11 - - - - - - - - Jul-11 - - - - - - - - Aug-11 [**] - - - - [**] [**] Sep-11 [**] - - - [**] [**] [**] [**] Oct-11 [**] - - - [**] - [**] [**] Nov-11 [**] - - - - - [**] [**] Dec-11 [**] - - - [**] [**] [**] Jan-12 [**] [**] [**] [**] - [**] [**] [**] [**] Feb-12 [**] [**] - - [**] [**] [**] [**] Mar-12 [**] [**] - - [**] [**] [**] [**] Apr-12 [**] [**] [**] - - [**] [**] [**] [**] May-12 [**] [**] - - [**] [**] [**] [**] Jun-12 [**] [**] - - [**] [**] [**] [**] Jul-12 [**] [**] [**] - - [**] [**] [**] [**] Aug-12 [**] [**] - - [**] [**] [**] [**] Sep-12 [**] [**] - - [**] [**] [**] [**] Oct-12 [**] [**] [**] - - [**] [**] [**] [**] Nov-12 [**] [**] - - - [**] [**] [**] [**] Dec-12 [**] [**] - - - [**] [**] [**] [**] Jan-13 - - [**] - - - - - [**] Total Budget contract [**] [**] [**] [**] - [**] [**] [**] [**] Attachment D to Sales Force Work Order Hardware Amortization Project #6508 Pacira IT rollover costs Book value per Book value per Purchase Monthly unit after [**] unit after [**] price per unit amortization* months months Laptop, CD/DVD, Maintenance Plan $ [**] $ [**] $ [**] $ [**] Peripherals, AC adapters, printers, carry bag $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] $ [**] Add’l costs per unit to be voted incurred at time of purchase Shipping Estimate (Pass-through) $ [**] $ [**] $ [**] $ [**] Total cost to purchase including shipping based on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. : $ [**] units $ [**] $ [**] *- Based on the experiences [**] month straight line depreciation Does not include any server, help desk or infrastructure support costs. EXHIBIT 1 to Sales Force Work Order ADDITIONAL PERSONNEL REQUEST FORM This Request for Additional Personnel is made pursuant to Master Services Agreement dated as of between Pacira Pharmaceuticals and analysisQuintiles Commercial US, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives Inc. (“Quintiles”), and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierWork Order #6508 Dated .

Appears in 1 contract

Samples: Master Services Agreement (Pacira Pharmaceuticals, Inc.)

Steering Committee. SECRETARIAT Paper Profile A Steering Committee is an initiative driven established as the coordinating and governing body of this Voluntary Agreement. Each Service Provider that has at least two million residential broadband Internet access subscribers at or after the date of execution of the Voluntary Agreement may nominate one person to represent it as a Member on the Steering Committee. Initial Service Provider Signatories shall maintain their Member seats on the Steering Committee notwithstanding any merger or consolidation of particular Service Provider Members. Additional Service Provider Signatories may be admitted on terms to be approved by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development Vendor Signatories may together nominate no more than three persons to serve as Members of the initiativeSteering Committee. A representative of the Consumer Technology Association shall serve as one such Member. A representative of NCTA shall serve as a Member. The Energy Advocates together may nominate no more than two persons to serve as Members of the Steering Committee. Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the absence of that Member. A Signatory may replace its Member or alternative representative on notice. The Steering Committee consists will elect a Chair from among its Members. The Chair will be responsible for convening the Steering Committee meetings at least once each calendar year, and for running meetings of one representative from each member company registered the Steering Committee. At the request of any Signatory, the Chair may authorize any person to use attend meetings of the Paper Profile schemeSteering Committee as a non-voting observer. National Forest Industry associations Attendees at Steering Committee meetings shall sign a confidentiality agreement as a condition of attendance. The Steering Committee may adopt rules of procedure and other experts administration. The Steering Committee may be invited delegate any of its powers under the Voluntary Agreement to support the work of specific individuals or to sub-committees established by the Steering Committee. The Steering Committee constitutes shall designate an Independent Administrator to be responsible for the collection and processing of information supplied directly or indirectly by Signatories and determining a quorum if more than half Signatory’s compliance with the Voluntary Agreement. The costs of its company members are presentattending Steering Committee meetings will be borne by each attendee. Primarily The costs of operating the Steering Committee will work on every proposal shall be allocated in order to reach consensus. If a proposal cannot be adopted cost-recovery only annual dues set by the Steering Committee unanimously and assessed equally on each Signatory, except that the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be countedapprove lower dues for non-profit Energy Advocates. The Steering Committee will monitor seek regular consultation and engagement with representatives of appropriate regulatory authorities and other stakeholders to provide updates regarding the functioning implementation of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierAgreement.

Appears in 1 contract

Samples: Voluntary Agreement

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulpColumbia shall make all decisions with respect to the strategy for the marketing and promotion of the Products. However, paper other issues may arise under the terms of this Amended and paperboard industry companies in EuropeRestated Sales Force Work Order or between the parties while operating under this Amended and Restated Sales Force Work Order which are appropriate for consultation between the parties to ensure maximum productivity of the Innovex Sales Force, including, but not limited to, the establishment of work rules or the response to greater than expected Innovex Sales Force turnover or lower than expected Innovex Sales Force performance, and other changing market conditions. The companies guide the initiative through the Paper Profile parties shall, therefore, establish a Steering Committee, chaired by Columbia and consisting of up to three (3) members from each party. The Steering chairperson’s duties shall include site selection, logistics, agenda and facilitation; provided however, that an Innovex Committee is member may submit agenda items to the decision-making body responsible for Chair and such items shall be included in the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work next regular meeting of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company initial Innovex members are presentXxxx Xxxx, Xxxxx Xxxxxxx, and Xx Xxxxxxx, and the initial Columbia members are Xxxx Xxxxxxxxx (chair), Xxx Xxxxxx, and Xxxx Xxxxxx. Primarily A member of the Committee may be removed and replaced at any time, with or without cause, and replaced by the party that appointed such member. The Committee shall meet at least monthly, or otherwise at the call of the chairperson to review, coordinate, and discuss issues regarding the Project. In addition, the Committee shall review and attempt to resolve issues pertaining to this Amended and Restated Sales Force Work Order. The members of the Committee will use reasonable efforts to reach consensus on all decisions. For decisions concerning the day-to-day operations of the Re-Aligned Sales Force (such as discretionary spending for promotional expense monies, incentive compensation payments, revision of Sales Force responsibilities), for which the Steering Committee will work on every proposal in order to cannot reach consensus, the chair shall cast the deciding vote. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred Notwithstanding anything else to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysiscontrary, the Steering Committee may propose changes shall have no authority to alter the Agreement on Paper Profile Administration. The decisions to change basic economic terms of this Amended and Restated Work Order, including the Agreement on Paper Profile Administration are primarily made based on pricing terms, the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company number of members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date Innovex Sales Force, and the agenda Project End Date. [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In Witness Whereof, Columbia and Innovex have each caused this Amended and Restated Sales Force Work Order #8795 to be duly executed on their behalf by their authorized representatives and made effective as of Effective Date of Work Order appearing above. Accepted and Agreed to by: COLUMBIA LABORATORIES, INC. INNOVEX, INC. /S/ Xxxx Xxxxxxxxx /S/ Xxxxxxx X Xxxx By: Xxxx Xxxxxxxxx By: Xxxxxxx X Xxxx Title: President & CEO Title: President Date: January 26, 2004 Date: January 26, 2004 [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Attachment A to Sales Force Work Order SALES FORCE EXPENSE ALLOCATION Project # 8795 Category Innovex Direct Expenses PassThrough Expenses Columbia Direct Expenses Salary, including payroll taxes, for Innovex Sales Representatives, Innovex Field Coordinators and the Innovex National Field Coordinator. Incentive compensation for Innovex Field Coordinators, compensation for the Innovex National Field Coordinator. X Incentive compensation (with separate items bonus) for decision- making Innovex Sales Representatives, plus [***] X Benefits package, including (401k), medical, dental, Rx, vacation, holidays X Auto Costs in Territory, including monthly allowance, mileage reimbursement, parking and discussion itemstolls. X Basic Business Expenses in Territory, including phone, paper supplies, postage and voice mail. X Business Cards & Detail Bags for Innovex Sales Force members X Call Reporting; SFA X Computers for Innovex Sales Representatives, including software, helpdesk support, data/replication lines X Computers for FCs, NFC, including software, helpdesk support, data/replication lines X Infrastructure support (operations, HR, finance, legal) will be distributed at least three weeks in advanceX Liability Insurance: employment, workers comp, E & O, CGL, auto X Recruitment and re-recruitment, includes drug screens, background and motor vehicle checks X Meetings: Columbia national, regional and district meetings; product launches X Access Money, Lunch and Learn and Speaker Programs X Promotional Program and Promotional Materials (sales aids) X Promotional marketing expenses, including sales data X Training program, materials and facilities; initial and follow-up X Travel Expenses (air, hotel, meals, T&E) for Innovex Sales Representatives, Innovex Field Coordinators, and the Innovex National Field Coordinator * Interviewing * Territory travel for field management purposes X [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The Steering Committee makes decisions on how EXHIBIT 1 to Amended and Restated Sales Force Work Order ADDITIONAL INNOVEX SALES REPRESENTATIVE REQUEST FORM This Request for Additional Innovex Sales Representative is issued pursuant to the Paper Profile form Master Sales Services Agreement between Columbia and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request Innovex LP, dated as of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting July 31, 2002, and Amended and Restated Sales Force Work Order #8795, dated as of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierJanuary 16, 2004.

Appears in 1 contract

Samples: Columbia Laboratories Inc

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Ag COI will have a Steering Committee is the decision-making body responsible for the functioning and development made up a smaller number of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be countedCOI members. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administrationserve as a recommending body and a strategic guidance body. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members responsibilities of the Steering Committee or their substitutes are assumed include: Providing strategic planning and guidance; Providing guidance to have a mandate the Ag Coordinator; Developing information and recommendations to make decisions. A member company wishing bring to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written full COI for decision-making procedure before making; Recommending outreach and operational activities to gain more COI members; Helping to set full COI meeting agendas; Making operational decisions as needed; Resolving or determining next steps on issues or decisions that polarize the matter in question has been resolved. The decision must be made in no less than three weeks full COI; and shall not exceed six weeks from the time the proposal was sent Being responsive to all Member Companiesneeds that come up between full COI meetings. The Steering Committee meets at least once Bylaws (Exhibit B) provide more detail on Steering Committee operations. Strategy Work Groups One person from each of the Ag COI’s 7 strategies will represent each of the strategies in the Ag COI Work Plan. Strategy leads are elected by the Strategy Work Group to serve for the term of the funding cycle. Leads serve the Strategy Work Group by: Providing a yearsingle point of contact for the Coordinator; Regularly attending Strategy Work Group meetings; Providing report-outs during the full COI meetings, or assigning a Strategy Work Group member in his/her place; and Helping with strategy specific knowledge and insight to advance the activities. The members Ad hoc task forces may be formed by the COI to accomplish elements of the Work Plan. Each ad hoc task force will be notified at least three months in advance chaired by a member of the meeting date COI. Task force participants may be COI Members or General Participants. All task forces report to the COI on progress, learning and the agenda (with separate items needs for decision- making and discussion items) will be distributed at least three weeks in advancetechnical assistance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups See Table 1 for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting a summary of the Steering Committeedifferent roles and levels of participation, with expectations and estimated time commitment. Circulation order See Table 2 for the 2018 timeline and meeting schedule. Table 1: Different levels of the Chairmanship is based participation with expectations & estimated hours Table 2: Proposed 2018 Timeline & Meeting Schedule Blue-full COI planning mtgs, Orange= full COI & community “info & input” sessions, Green=Strategy mtgs When? Duration What? Who? Where? Purpose January Evening 3 hours COI strategic thinking & planning Food provided Members Anyone Puyallup or Tacoma Vision/planning #1 – Hone Ag COI purpose, revisit Strategy-level goals and objectives, incorporate input from Ag Infrastructure Assessment & Xxxxxx Advisory Council February 3 hours COI planning, measures of success Members Anyone Puyallup or Tacoma Vision/planning #2 – Introduce indicators for evaluating progress; evaluate progress of 2017 activities using these indicators March Evening 3 hours Report out, Look ahead, Gather input Food provided Members, Fundees, Farmers, Families, Anyone Puyallup, Tacoma or a farm Community Info & Input • Strategy & activity leads present 2017 project outcomes and 2018 activities • Present Ag COI vision, Strategy goals; gather input • Present draft funding evaluation criteria; gather input March-April Groups decide Strategy-level measures of success, 2019 activity ideas Strategy Work Groups Groups decide • Develop success indicators. • Form next year activity ideas, prioritize, identify who will write funding proposals • Discuss outside funding ideas • Submit 1st qtr reports – highlight progress against indicators April Evaluation criteria decision Pledged members Online Vote to accept proposal evaluation criteria Early May Evening 3 hours Presentations & input Food provided Members, Fundees, Proposers, Farmers, Families, Anyone A farm Community Info & Input • Strategy groups present progress toward Ag COI goals & proposed funding ideas • Farmers/others provide input May-June Groups decide Funding proposal writing Strategy groups Proposers Groups decide • Proposers write & submit funding proposals by end of June • Submit 2nd qtr reports July Scoring Pledged members Online Score proposals Aug-early Sep 2 hours Final decisions Pledged members Puyallup or Tacoma Final PWI Funding Decision • Final decision on the order of companies joining the initiative. proposals & budget to send to The Chairmanship turn can only be refused due Xxxxxxx Family Foundation • Debrief schedule, scoring, & process September Groups decide Strategy/Activity progress Strategy Work Groups Groups decide • Evaluate current year progress toward Ag COI goals • Submit 3rd qtr reports Oct or Nov Evening 3 hours Harvest Potluck Members, Farmers, Families, Anyone Puyallup or Tacoma Community Info & Input • Celebrate accomplishments, present progress toward Ag COI goals • Farmers share challenges/issues they want addressed • Tee-up for next year Nov-Dec Groups decide 2019 work plan finalization Strategy Work Groups Groups decide • Decide on $ to a force majeure. The order of the chairmanship: roll into next year LEIPA (2023) Finalize next year work plan & budget Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierSubmit 4th qtr reports Ag COI Communications

Appears in 1 contract

Samples: Interest Working Agreement

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the ultimata decision-making body responsible for the functioning and development of the initiativeconsortium and is in charge of the overal! supervision and major decisions with regard to the Project. The Steering committee shall be advised by recommendations made to it by the Project management Committee. Steering Committee has no competence to take decisions concerning the interna! .rereignty and independence of the Parties. The Steering Committee consists of one representative three members, two appointed representatives of PROPCONEL participants and the Coordinator. The se shall in particular be responsible for approval of: • Proposals for changes of the GA or the IA; • Proposal of the Parties for changes of this CA; • Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party; • Withdrawal of a Party from each member company registered the Consortium and the approval of the settlement on the conditions of the withdrawal; • Termination of a Defaulting Party's participation in the Consortium and measures relating thereto; • Proposal to use the Paper Profile schemeJU for a change of the Coordinator; • Proposal to the JU for termination of the Project and the Consortium Agreement. National Forest Industry associations Decisions conceming individua! partners (default or acceding or leaving the consortium) can only be taken unanimously. Ali decisions of the Steering committee are taken unanimously. The Coordinator shall call and other experts may be invited to support the work chair all meetings of the Steering Committee. The Steering Committee constitutes Coordinator shall give each of the Parties at least thirty (30) calendar days' notice in writing of such meetings or ftfteen (15) calendar days' notice in case of an extraordinary meeting, along with an agenda. Each Party shall have one vote. Should a quorum if more than half of member not be able to attend a meeting, it shall appoint a substitute to attend and vote on its company members are presentbehalf. Primarily This substitute may be the Steering Committee member of another Party. Any substitute will work on every proposal in order have to reach consensus. If justify its appointment as a proposal cannot substitute by written evidence, to be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred distributed to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months Coordinator in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed meeting. Any decision requiring a vote at least three weeks in advance. The a Steering Committee makes decisions on how the Paper Profile form and manual can meeting must be revised. The Committee may meet frequently if considered necessary by the chairperson or identified as such on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papierinvitation.

Appears in 1 contract

Samples: Consortium Agreement

Steering Committee. SECRETARIAT Paper Profile The Steering Committee shall act as Trustees for the publication and shall have administrative responsibilities for the Periodical such as:  Monitor quality and timeliness of the Transaction with the assistance of Administrative Partner’s Executive Office,  Verify the technical content of the Transaction is an initiative driven by major pulpin accordance with the established scope and areas of interest, paper  Approve the periodical budget (page count, subscription rates, etc.),  Work with the EIC to establish operating policies and paperboard industry companies in Europeprocedures for the Transactions, The membership of the Steering Committee shall consist of six members, five of whom have voting rights and are termed delegates of their sponsoring partners. There is one ex-officio member (without voting rights) of the committee: the EIC. The companies guide Chair appointed from among this group will only vote to break a tie. Each Society delegate must be appointed by his/her Society President, shall serve a two‐year appointment commencing Jan. 1, and may be re‐appointed for one additional term. Society delegates may be reappointed to the initiative through board after a five year hiatus from their prior term of up to four years. The distribution of delegates is as follows: PARTNER A: two voting delegates on the Paper Profile Steering Committee PARTNER B: one voting delegate on the Steering Committee PARTNER C: one voting delegate on the Steering Committee PARTNER D: one voting delegate on the Steering Committee Each delegate shall have equal (one) vote on matters before the Steering Committee. However, as described below, the Chair of the Steering Committee will not vote other than to break a tie. Business of the Steering Committee will be decided by majority vote and Xxxxxxx Rules of Order will govern formal activity of the committee. The Steering Committee shall convene at least three times per year via teleconference during the start-up phase, and annual thereafter, to review the progress of LSL and prepare the budget of the LSL. If possible, the LSL Steering Committee meetings shall be scheduled to precede the AdCom/BoG meetings of all financial partners to allow review of preliminary budget submission of the Periodical Delegates unable to attend the Steering Committee Meeting can participate by teleconference or by transferring their voting privilege to another member of the Steering Committee, provided the Chair is notified in writing (including email) of the decisionproxy transfer one week prior to the meeting. Selection of the Chair of the Steering Committee: The Steering Committee shall elect its Chairperson from amongst its current voting, delegate membership. S/he shall serve a term of two years, non-making body renewable. The Chairperson shall serve as the focus for Committee communications and shall direct, on behalf of the Committee, the operational matters of the Committee to the Financial Sponsors. The Chair shall vote only to break a tie. In the event a Financial Sponsor shall withdraw from the Steering Committee, and the chair shall be the appointment of that Financial Sponsor, the term of the chair shall not survive the participation of the Financial Sponsor. A Secretary shall also be elected from among the voting representatives of the steering committee. Budget Annually, the Administrative Partner is responsible for preparing and submitting the functioning and development initial budget of the initiativePeriodical to the Steering Committee for review. The Steering Committee consists can approve the Periodical budget provided it is breakeven or better. Expenses and page budgets cannot exceed an annual increase of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work 10% unless authorized in advance by a vote of the Steering Committeefinancial partners with same voting structure as the SC. The Steering Committee constitutes In the case of a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysisproposed deficit budget, the Steering Committee may propose changes must receive final budget approval from the President of every Financial Sponsor, unanimously. Mid-year expense increases, such as page increases, that are expected to result in a deficit budget must be similarly approved unanimously. All Financial Sponsors will receive a copy of the approved budget for the Periodical simultaneously when submitted to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierIEEE TAB Finance Department.

Appears in 1 contract

Samples: Letter of Agreement

Steering Committee. SECRETARIAT Paper Profile A Steering Committee is an initiative driven by major pulp, paper established as the coordinating and paperboard industry companies governing body of this Voluntary Agreement. Each Manufacturer Signatory that Sells Televisions in Europe. The companies guide the initiative through United States or Canada may nominate one person to represent it as a Member on the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development A representative of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work Consumer Technology Association shall serve as a Member of the Steering Committee. The Energy Advocates together may nominate no more than two persons to serve as voting Members of the Steering Committee, with no more than one Member per Energy Advocate Signatory. The Steering Committee constitutes will elect a quorum if more than half Chair from among its Members. The Chair will be responsible for convening and conducting meetings of its company members are presentthe Steering Committee. Primarily Signatories entitled to nominate a Member may appoint an alternate representative that may attend meetings and vote in the absence of that Member. Signatories may replace a Member or alternative representative on notice to the Chair of the Steering Committee. At the request of any Signatory, the Chair may authorize any person to attend meetings of the Steering Committee will work on every proposal in order to reach consensusas a non-voting participant. If a proposal cannot be adopted by the Attendees at Steering Committee unanimously the meetings shall sign a confidentiality agreement as a condition of attendance. Such agreement will also provide for confidentiality protection of all non-public information shared in connection with this Voluntary Agreement, including but not limited to Sections 6.3, 9 and 12. The Steering Committee may vote on the proposaladopt rules of procedure and administration. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal may delegate any of its authority or responsibilities to be voted on, is the proposal modified specific individuals or to subcommittees established by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % costs of attending Steering Committee meetings will be borne by each attendee. Expenses authorized by the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting Steering Committee may be arranged by a written procedurepaid through dues assessed equally on each Manufacturer Signatory. Only votes given will be counted. The Steering Committee will monitor In the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysisalternative, the Steering Committee may propose changes establish arrangements under which the Independent Administrator and other vendors will assess a share of its charges to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companieseach Manufacturer Signatory. The Steering Committee meets at least once a yearmay consult and engage with representatives of appropriate regulatory authorities and other stakeholders to provide updates regarding the implementation of this Voluntary Agreement. The members will intention of this Voluntary Agreement is to cover devices sold in high volumes to consumers that are ordinarily understood to be notified at least three months in advance Televisions. Any ambiguity of the meeting date and the agenda (with separate items for decision- making and discussion items) will whether a particular device is covered may be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary resolved by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papier.

Appears in 1 contract

Samples: Voluntary Agreement

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Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulpTo plan, paper manage and paperboard industry companies in Europe. The companies guide oversee work on the initiative through Development Program and to approve, update and modify the Paper Profile Work Plan as may be necessary, NOVAVAX and ESPRIT shall promptly after the Effective Date organize a steering committee (the “Steering Committee"), consisting of three (3) members from NOVAVAX and three (3) members from ESPRIT. The Steering Committee is ESPRIT shall have the decision-making body responsible for right to appoint one of its members to be the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work chairperson of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily Parties shall each have the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by right, upon notifying the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted onother, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company its members of the Steering Committee or their substitutes are assumed at any time during the Term of this Agreement and to invite such non-Steering Committee members to a meeting of the Steering Committee as such Party shall reasonably determine. The Parties shall hold meetings of the Steering Committee as mutually agreed by the Parties (but in no event less than once per Calendar Quarter) to review the Development Program and to discuss future activities under this Agreement; provided, however, that each Party shall have the right to call additional meetings of the Steering Committee in order to discuss new material events upon twenty (20) days’ prior Novavax Esprit License and Development Agreement — written notice (one of which may require an in person meeting). Not later than ten (10) days prior to each of the four regularly scheduled Steering Committee meetings, ESPRIT shall prepare a mandate report for the Steering Committee detailing the progress of the Development, Program including successes, difficulties, milestone achievements and a comparison of the status of the Development Program as compared to make decisions. A member company wishing to participate the timeline contained in the voting is Work Plan. Such report shall also contain any recommendations for updates or modifications to the Work Plan. Consultants and non-Steering Committee member employees of the Parties may attend meetings of the Steering Committee as required to further the Development Program only upon written notice to the Party not allowed to transfer its right to vote to another companybringing the consultants and non-Steering Committee members. DecisionUnless otherwise mutually agreed by the Parties, the Steering Committee meetings shall be in-making may also be carried out in writingperson and shall alternate between ESPRIT’s designated facility and NOVAVAX’s designated facility. The written decision making procedure includes e-mails or lettersfirst meeting shall be held at ESPIRT’s designated facility. The member companies must take Minutes of all such meetings setting forth decisions of the decision (decision rules as stated above) Steering Committee relative to use the written decision-making procedure before Development Program shall be prepared. Responsibility for the matter in question has been resolved. The decision must be made in no less than three weeks minutes shall alternate between NOVAVAX and ESPRIT, with NOVAVAX being responsible for the minutes of the first meeting; provided that minutes shall not exceed six weeks from become official until approved by each of the time Parties. Any vote of the proposal was sent to all Member CompaniesSteering Committee shall include at least one (1) representative of each of NOVAVAX and ESPRIT. The Steering Committee meets at least once a yearshall make all decisions only by consensus. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting Any non-concurrence of the Steering Committee. Circulation order Committee relating to any issue, question or dispute shall be elevated to the Head of Research and Development of ESPRIT and to the Chairmanship is based on Head of Research and Development of NOVAVAX Novavax Esprit License and Development Agreement — for resolution and failing resolution by such individuals, to the order President and Chief Executive Officer of companies joining NOVAVAX and President and Chief Operating Officer of ESPRIT for resolution, recognizing that, in the initiative. The Chairmanship turn can only be refused due to a force majeure. The order event of continuing disagreement, the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen Papierfinal decision and ultimate resolution shall rest with ESPRIT.

Appears in 1 contract

Samples: License and Development Agreement (Novavax Inc)

Steering Committee. SECRETARIAT Paper Profile is an initiative driven The sales and marketing program for the Test in the Territories will be managed by major pulp, paper and paperboard industry companies in Europe. The companies guide a steering committee having equal representation of the initiative through parties (the Paper Profile Steering Committee”), which Steering Committee may be the same as the “Steering Committee” (as defined in the U.S. Co-Promotion Agreement) managing the U.S. Co-Promotion Agreement. The Steering Committee will include three (3) members from each party and will meet in-person at least quarterly with at least one (1) meeting per year being conducted in person while more frequent meetings or teleconferences will be held anytime they are needed and requested by the Steering Committee’s members of either party. If an in-person meeting is the decision-making body responsible for the functioning and development impracticable, meetings may be held by videoconference or teleconference. When meetings are held in person, individual members of the initiative. The Steering Committee consists may nonetheless participate by videoconference or teleconference. If unable to attend in person or by videoconference or teleconference, an individual member of one representative from each the Steering Committee may grant a proxy to another individual member company registered of the Steering Committee in order to use the Paper Profile scheme. National Forest Industry associations and other experts may act on his or her behalf on any matter to be invited to support the work acted upon at any meeting of the Steering Committee. The Other representatives of the parties may attend Steering Committee constitutes a quorum if more than half meetings as non-voting participants. At least one week prior to any meeting of its company members are present. Primarily the Steering Committee will work on every proposal in order Committee, the parties shall agree upon a proposed agenda of the matters to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one discussed at such meeting. The proposal to be voted onparties shall agree, is at the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level first meeting of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted, upon procedures for maintaining meeting minutes. The Steering Committee will monitor the functioning of the Paper Profile based may take action on this Agreement on Paper Profile Administrationa matter at a meeting only if a quorum exists with respect to that matter. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company attendance of at least two (2) members of the Steering Committee or their substitutes are assumed to have of each party at a mandate to make decisionsmeeting shall constitute a quorum for the transaction of business. A Each member company wishing to participate in of the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets shall be entitled to cast one (1) vote, either in person or by proxy, on any matter to be acted upon at least once a year. The members will be notified at least three months in advance of the any meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order All decisions made by the Steering Committee shall require a majority vote by the members of the Chairmanship is based on the order of companies joining the initiativeSteering Committee, either in person or by proxy. The Chairmanship turn can only Any action required or permitted to be refused due to a force majeure. The order taken at any meeting of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierSteering Committee may be taken without a meeting if the action is taken by all members of the Steering Committee. Such action must be evidenced by one or more written consents describing the action taken and signed by each member of the Steering Committee. In the event the Steering Committee is unable to achieve a majority vote on any issue, then the dispute resolution process set forth in Section 5.3 hereof will be followed with respect to such issue.

Appears in 1 contract

Samples: Veracyte, Inc.

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The Steering Committee is the decision-making body responsible for the functioning and development of the initiative. The Steering Committee consists of one representative from each member company registered to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily the Steering Committee will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order of the Chairmanship is based on the order of companies joining the initiative. The Chairmanship turn can only be refused due to a force majeure. The order of the chairmanship: • BillerudKorsnäs (2022) • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper Arjowiggins (2025) • Lessebo Xxxxxxx Paper (2026) • Xxxxx Xxxxxxx Stora Enso (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board (2028) • UPM (2029) • Norske Xxxx (2030) • SAPPI (2031) • Arctic Paper (2032) • Holmen Paper (2033) • Sylvamo (2034) • Navigator Company (2035) • Clairefontaine (2036) • Mondi (2037) • Xxxxx Group (2038) • LECTA (2039) • Lenzing Papier (2040) • MM Group (2041) • Laakirchen PapierPapier (2042) The Chairperson’s mandate runs from the end of the Annual Meeting to the end of the following Annual Meeting. The Annual Meeting is held in the fourth quarter of each calendar year. The Chairperson shall see to it that minutes are held at the Steering Committee meetings. The Steering Committee approves the minutes of the previous meeting at its meeting. In case of disagreement, the majority required to make the decision in question shall prevail. Paper Profile has a secretariat in addition to its Steering Committee, whose responsibilities cover administrative services as described in detail under Article 8. The Steering Committee chooses the secretariat.

Appears in 1 contract

Samples: paperprofile.com

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulp, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile Steering Committee. The HRWG Steering Committee is comprised of members from the decision-making body responsible for the functioning and development HRWG that represents approximately 10% of the initiativetotal membership. The Steering Committee consists of one representative from each member company registered HRWG members may volunteer or nominate others to use the Paper Profile scheme. National Forest Industry associations and other experts may be invited to support the work of participate on the Steering Committee. The We seek to have a Steering Committee constitutes a quorum if more than half that is representative of its company members are present. Primarily the Steering Committee will work on every proposal diverse membership in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted onterms of geography, is the proposal modified by the Steering Committee during the above mentioned time period industry and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be countedtopical expertise. The Steering Committee will monitor provide guidance to the functioning BSR team who make decisions for the group on topics, guests, and administration of the Paper Profile based on this Agreement on Paper Profile Administrationworking group, including an advisory role over how the annual budget is allocated against agreed upon outputs. The experiences Steering Committee members will be analysed no later than five years after participate in a quarterly planning call with the present agreement has entered into forceBSR team to help shape the agenda for the group, and ensure that member views are reflected in meeting planning. Based We have space available on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes are assumed to have a mandate to make decisions. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision (decision rules as stated above) to use the written decision-making procedure before the matter in question has been resolved. The decision must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets at least once a year. The members will be notified at least three months in advance of the meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the 2018 Steering Committee. Circulation order Please email Xxxxx Xxxxxx, HRWG Project Director (xxxxxxx@xxx.xxx) to inquire about participation. BSR’s 2018 Responsibilities Responsibility Category Role Strategy and governance • Work with members to co-create a compelling vision, mission and strategy, as well as design an effective governance model that sets the collaboration on the path to success. • Ensure continuous progress against the initiatives' objectives through robust measurement, evaluation, and reporting. This includes at least an annual survey of the Chairmanship group to ensure alignment with the group’s needs and goals. Facilitation and implementation • Prepare for each meeting: conduct research and benchmarking on relevant topics, arrange speakers, coordinate logistics, develop agendas for meetings and webinars (full group or workstreams), facilitate the meetings and webinars, and share summary meeting notes. • Facilitate, record, and circulate monthly webinars for participants to discuss issues related to business and human rights. Communications and engagement • Monthly newsletters • Regular external communications including blogs • Circulate all relevant materials from each meeting to the group • Maintain an online platform (“Chatter”) to collect and organize resources and research materials and encourage continued discussion and dialogue among the group Member recruitment and services • Work toward recruitment of new members – three per year • Onboarding services including a 30min call with a new member to orient them to the activities of the initiative • Respond to day-to-day requests from members Administration • Provide a full suite of administrative support functions to this collaboration, including accounting, finance, legal, information technology, and human resources systems Fundraising and partnerships • Partner with members to ensure that each initiative is based on appropriately resourced to meet its objectives, reaching at minimum 40 HRWG members for 2018 2018 Schedule See 2018 Activities, above. Exhibit B – Anti-Trust & Competition Law Policy The Members of the Human Rights Working Group (‘the Collaboration’) believe that the objectives of the Collaboration can best be advanced through collaborative efforts. The Collaboration and its Members acknowledge and understand that their activities must at all times be undertaken in compliance with all applicable laws and regulations, including but not limited to laws and regulations relating to antitrust and competition. These laws are intended to preserve and promote free, fair and open competition. Failure to abide by these laws can potentially have extremely serious consequences for the Collaboration and its Members. The policy of the Collaboration and its Members is therefore to conduct all of its activities in strict compliance with all applicable antitrust and competition laws, in order to facilitate legitimate pro-competitive and other activities that help advance the objectives of companies joining the initiative, but which excludes any prohibited activities. The Chairmanship turn can only be refused due to a force majeure. The order It is against the policy of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierCollaboration to sponsor, encourage or tolerate any discussion, communication of any kind, information sharing or agreement that would violate applicable antitrust or competition laws. Any discussion, communication of any kind or agreement relating to commercially sensitive information, including but not limited to the following, must therefore be strictly avoided at all times:

Appears in 1 contract

Samples: Participation Agreement

Steering Committee. SECRETARIAT Paper Profile is an initiative driven by major pulpNo later than ten (10) days after the Effective Date, paper and paperboard industry companies in Europe. The companies guide the initiative through the Paper Profile parties will establish a joint Steering Committee, which will be made up of representatives from the parties (collectively the “Steering Committee”). The Steering Committee is will manage the decision-making body responsible Collaborative Program and will (i) provide strategic direction and performance criteria for the functioning Collaborative Program; (ii) monitor progress and development communicate status of the initiativeCollaborative Program; (iii) facilitate the cooperation of the parties under the Collaborative Program; (iv) approve the achievement of milestones; and, (v) continue to communicate following the Collaborative Period regarding the development and commercialization of Products. The Steering Committee consists will consist of two (2) representatives designated by Senomyx and two (2) representatives designated by Nestlé. Subject to the quorum requirements below, permanent Steering Committee members may delegate their voting powers to delegates from their respective companies. Each member of the Steering Committee will have one representative from each member company registered (1) vote. The Steering Committee will first meet no later than thirty (30) days after the Effective Date and at least four (4) times per year during the Collaborative Period using mutually agreed upon meeting locations and formats including ***Confidential Treatment Requested teleconferencing and videoconferencing. Each party shall bear its own expenses relating to use the Paper Profile scheme. National Forest Industry associations meetings and other experts may be invited to support the work activities of the Steering Committee. The Steering Committee constitutes a quorum if more than half of its company members are present. Primarily During the Steering Committee Collaborative Period, Senomyx will work on every proposal in order to reach consensus. If a proposal cannot be adopted by the Steering Committee unanimously the Steering Committee may vote on the proposal. The proposal may only be referred promptly prepare and deliver to the voting if the Steering Committee has not reached consensus within one meeting. The proposal to be voted on, is the proposal modified by the Steering Committee during the above mentioned time period and that one which has already got highest level of support in the Steering Committee. The voting proposal is adopted if 90 % of the Member Companies vote in favour of the proposal. If there are less than ten Member Companies the decision is carried if all except one of the Member Companies vote in favour of the proposal. The voting may be arranged by a written procedure. Only votes given will be counted. The Steering Committee will monitor the functioning of the Paper Profile based on this Agreement on Paper Profile Administration. The experiences will be analysed no later than five years after the present agreement has entered into force. Based on the experiences and analysis, the Steering Committee may propose changes to the Agreement on Paper Profile Administration. The decisions to change the Agreement on Paper Profile Administration are primarily made based on the consensus. The above mentioned procedure for the possible voting will be applied accordingly. Member companies have equal voting power. Association representatives and experts do not have the right to vote. Company members of the Steering Committee or their substitutes minutes of such meetings for review and approval by both parties. Decisions of the Steering Committee will be made by unanimous vote, at a meeting where all four voting representatives are assumed to have a mandate to make decisionspresent. A member company wishing to participate in the voting is not allowed to transfer its right to vote to another company. Decision-making may also be carried out in writing. The written decision making procedure includes e-mails or letters. The member companies must take the decision minimum of two (decision rules as stated above2) to use the written decision-making procedure before the matter in question has been resolved. The decision Steering Committee members, one from each of Nestlé and Senomyx, must be made in no less than three weeks and shall not exceed six weeks from the time the proposal was sent to all Member Companies. The Steering Committee meets present at least once a year. The members will be notified at least three months in advance of the each meeting date and the agenda (with separate items for decision- making and discussion items) will be distributed at least three weeks in advance. The Steering Committee makes decisions on how the Paper Profile form and manual can be revised. The Committee may meet frequently if considered necessary by the chairperson or on the request of two or more members acting together. The Committee may establish specific ad hoc working groups for certain assignments e.g. producing brochures or conducting surveys under the Paper Profile. The Chairperson is selected every year from company representatives in the Annual Meeting of the Steering Committee. Circulation order One (1) permanent member from each of Nestlé and Senomyx must be present to constitute a quorum. Subject to the quorum requirements in this Section, each member (or an authorized representative) of the Chairmanship is based on the order of companies joining the initiativeSteering Committee must be represented at each meeting either in person, or by a mutually agreed upon format including teleconferencing and videoconferencing, for a quorum to be constituted. The Chairmanship turn can only be refused due to a force majeure. The order In addition, each permanent Steering Committee member must attend at least fifty percent (50%) of the chairmanship: • LEIPA (2023) • Xxxxxxxx-Munksjö (2024) • Xxxxxxx Paper (2025) • Lessebo Paper (2026) • Xxxxx Xxxxxxx (2027) • Maxauer Papierfabrik • Kabel Paper • Stora Enso • Metsä Board • UPM • Norske Xxxx • SAPPI • Arctic Paper • Holmen Paper • Sylvamo • Navigator Company • Clairefontaine • Mondi • Xxxxx Group • LECTA • Lenzing Papier • MM Group • Laakirchen PapierSteering Committee meetings. All unresolved disputes will be settled in accordance with Section 17.4, or as otherwise mutually agreed upon in writing.

Appears in 1 contract

Samples: Collaborative Research Agreement (Senomyx Inc)

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