Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that director. The Nomination and Remuneration Committee will ensure appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In considering the potential candidates, the Board will have regard to the range of skills and experience required in light of:
(a) the current composition of the Board;
(b) the need for independence;
(c) the need for diversity in succession planning;
(d) the strategic direction and progress of the Company; and
(e) the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding the election of directors:
(a) an overview of the process used to identify candidates, including use of a skills matrix or external consultants;
(b) steps taken to ensure a diverse range of candidates are considered;
(c) factors taken into account in the selection process; and
(d) a statement from the Board as to whether it supports the proposed candidate's nomination. The following information about the candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate:
(a) biographical details, including their relevant qualifications and experience and the skills they bring to the Board;
(b) details of any other material directorships currently held by the candidate;
(c) in the case of a candidate standing for election as a director for the first time:
(i) any material adverse information revealed by the checks the Company has performed about th...
Appointment and retirement of directors. The maximum number of directors is to be determined by the Board, but may not be more than fifteen (15). The Board may not determine a maximum which is less than the number of directors in office at the time the determination takes effect.
Appointment and retirement of directors. 24.1 Subject to the Law and these articles, the directors shall have power at any time, and from time to time, without sanction of the Company in general meeting, to appoint any person to be a director, either to fill a casual vacancy or as an additional director. Any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-appointment.
24.2 Subject to the Law and these articles, the Company may by ordinary resolution:
(a) appoint any person as a director; and
(b) remove any person from office as a director. There shall be no requirement for the appointment or removal of two or more directors to be considered separately.
24.3 A person must not be appointed a director unless he has in writing consented to being a director of the Company and declared that he is not ineligible under the Law.
24.4 A director xxx resign from office as a director by giving notice in writing to that effect to the Company at its registered office, which notice shall be effective upon such date as may be specified in the notice, failing which upon delivery to the registered office.
Appointment and retirement of directors. REASON OF AGE Any provisions of the Statutes which, but for this Article, would have the effect of rendering any person ineligible for appointment as a Director or liable to vacate office as a Director on account of his having reached any specified age, or of requiring special notice or any other special formality in connection with the appointment of any Director over a specified age, shall not apply to the company.
Appointment and retirement of directors. 13.1 The Directors of the Company shall not be required to retire by rotation.
13.2 Breckland District Council shall be entitled at any time and from time to time to appoint up to two persons as A Directors and to remove any such Director from office and to appoint any other person in place of any such Director so removed or dying or otherwise vacating office. Notwithstanding article 7.5, on any resolution put to the Shareholders pursuant to section 168 of the 2006 Act to remove an A Director, Breckland District Council will be entitled to exercise 100 votes for each Share registered in its name.
Appointment and retirement of directors. (a) The minimum number of Directors is three (3). The maximum number of Directors is seven (7) unless the Company in general meeting resolves otherwise.
(b) Members may appoint a director in accordance with the Shareholders’ Agreement.
(c) The Directors may appoint any individual to be a Director, either as an addition to the existing Directors, or to fill a casual vacancy, or to fill a vacancy as a result of rule 7.2, provided that the total number of Directors does not exceed the maximum number fixed under this Constitution.
(d) To the extent that the Company becomes a listed public company, and where the Listing Rules apply (subject to them):
(i) the Company may by resolution appoint or remove a Director from that office;
(ii) no Director who is not the Managing Director may hold office without re-election beyond the third AGM following the meeting at which the Director was last elected or re-elected, or three years, whichever is longer;
(iii) if there is more than one (1) Managing Director, only one (1) of them, nominated by the directors, is entitled not to be subject to vacation of office or retirement under rule (d)(ii);
(iv) if the Listing Rules require an election of Directors to be held and no Director would otherwise be required (by rules 7.1(d)(i) or 7.1(d)(ii) to submit for election or re- election, the Director to retire is any Director who wishes to retire and offer himself or herself for re-election, otherwise it is the Director who has been longest in office since their last election or appointment (excluding the Managing Director). As between Directors who were last elected or appointed on the same day, the Director to retire must be decided by lot (unless they can agree among themselves);
(v) the Directors to retire under this rule is decided having regard to the composition of the board of Directors at the date of the notice calling the AGM. A Director is not required to retire and is not relieved from retiring because of a change in the number or identity of the Directors after the date of the notice but before the meeting closes;
(vi) if the Listing Rules or the Exchange stipulate any pre-conditions to a person being appointed as a Director of the Company, unless otherwise required by law or waived by the Exchange, the appointment or election of the Director is subject to those pre-conditions being satisfied;
(vii) the Directors
(e) The Company may by resolution at an AGM fill an office vacated by a Director under rules 7.1(d) by elec...
Appointment and retirement of directors. Except as provided in Bye-Law 100(i), at the Annual General Court in each year one-third of the Directors (including any Director holding the office of Governor, Deputy Governor, Managing Director or Executive Director) for the time being, or, if their number is not three or a multiple of three then the number nearest one-third shall retire from office ensuring at all times that each Director shall retire every three years. A Director retiring pursuant to this Bye-Law shall retain office until the conclusion of the Annual General Court at which he retires.
Appointment and retirement of directors. 23.1 The holders of the Reuters Shares shall be entitled, by notice in writing to the company and to the holders of the CME Shares, to appoint up to three Reuters directors and to remove any such appointee from time to time. The holders of the CME Shares shall be entitled, by notice in writing to the company and to the holders of the Reuters Shares, to appoint up to three CME directors and to remove any such appointee from time to time.
23.2 Subject to the provisions of the Act, the Members acting together through the directors may appoint or remove any person to the office of managing director and/or may appoint or remove any person to any other executive office under the company, and may enter into an agreement or arrangement with any director for his employment by the company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, removal, agreement or arrangement may be made upon such terms as the Members acting together through the directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the company.
Appointment and retirement of directors. Retirement by rotation of Directors
