Corporate Governance Matters Unless otherwise agreed to by Parent and the Company prior to the Closing, Parent shall cause the Parent Board, at the First Merger Effective Time, to consist of the ten members identified on Schedule 1.14 in each case to hold office from and after the First Merger Effective Time until the earliest to occur of the appointment or election of his or her respective successor, resignation or proper removal in accordance with applicable Legal Requirements. Parent shall cause each of the Company Designated Directors to be included in the slate of nominees recommended by the Parent Board to Parent’s stockholders for election as directors at the next annual meeting of Parent stockholders to occur following the First Merger Effective Time and shall use no less rigorous efforts to solicit proxies in favor of the Company Designated Directors than the manner in which Parent supports all other nominees proposed by the Parent Board. Each of the Company Designated Directors shall receive compensation from Parent for his or her service as a director that is consistent with the compensation of other non-employee members of the Parent Board. If, following the Closing, (i) the Parent Board determines in good faith that including a Company Designated Director in the slate of nominees for election as a director at the next annual meeting in accordance with the provisions above would be a breach of its fiduciary duties under applicable Legal Requirement, or (ii) any Company Designated Director resigns or is unable to serve for any other reason prior to the first anniversary following the next annual meeting (in each case, a “Removed Designee”), then, in each case, the remaining Company Designated Directors shall select a replacement for such Removed Designee that is reasonably satisfactory to the Parent Board, consistent with the standards and processes followed by the Parent Board in connection with the appointment of directors in accordance with past practice, including with respect to independence requirements.
Corporate Governance The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.
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