Audit and Compensation Committees Clause Samples
The Audit and Compensation Committees clause establishes specialized subcommittees within a company's board of directors, each tasked with overseeing specific areas such as financial reporting and executive remuneration. The audit committee typically reviews financial statements, monitors internal controls, and liaises with external auditors, while the compensation committee sets and reviews policies for executive pay and incentive programs. By delegating these critical oversight functions to dedicated committees, the clause ensures greater accountability, transparency, and objectivity in financial and compensation matters, thereby reducing conflicts of interest and enhancing corporate governance.
Audit and Compensation Committees. The Company will maintain an Audit Committee of the Board of Directors and a Compensation Committee of the Board of Directors. All committees of the Board of Directors, including without limitation, the Audit and Compensation Committees, shall each include at least one (1) director appointed by LC.
Audit and Compensation Committees. The Board of Directors may, by resolution passed by a majority of the total number of directors which the Company would at the time have if there were no vacancies, designate an audit committee of the Board of Directors (the "AUDIT COMMITTEE"), which shall be responsible for reviewing the scope of the Company's independent auditors' examination of the Company's financial statements and receiving and reviewing their reports, and a compensation committee of the Board of Directors (the "COMPENSATION COMMITTEE"), which shall be responsible and have authority for determining the Company's policies with respect to the nature and amount of all compensation to be paid to the Company's executive officers and administering the Company's benefit plans and shall also have the authority to issue shares of capital stock or any other equity or debt security, or option or security convertible into equity or debt securities, of the Company. Prior to a Voting Termination Event each of the Audit Committee and the Compensation Committee shall consist of two members, one of whom shall be an OCM Director that is designated for membership on such committee by OCM and one of whom shall be a WES&S Director that is designated for membership on such committee by WES&S. Only OCM shall have the right to remove an OCM Director who is a member of the Audit Committee or Compensation Committee or to fill a vacancy on the Audit Committee or Compensation Committee caused by the resignation, removal or death of such OCM Director. Only WES&S shall have the right to remove a WES&S Director who is a member of the Audit Committee or Compensation Committee or to fill a vacancy on the Audit Committee or Compensation Committee caused by the resignation, removal or death of such WES&S Director.
Audit and Compensation Committees. The Company shall at all times maintain an audit committee and a compensation committee consisting of at least three members of the Board of Directors.
Audit and Compensation Committees. No later than 90 days after the Initial Closing (as defined in the Purchase Agreement) the Company shall cause to be established, and will maintain, an audit and compensation committee, each of which shall consist solely of non-employee directors.
Audit and Compensation Committees. The Board of Directors of the Company shall maintain an Audit Committee and a Compensation Committee of the Board of Directors. Each committee will be comprised solely of non-management directors and will include at least two (2) of the Preferred Directors. The Compensation Committee will be responsible for reviewing and approving all option grants, as well as compensation of all executive officers of the Company and all non-executive officer employees of the Company whose annual salary (including base salary and cash bonuses) exceeds, or is reasonably expected to exceed, $120,000.
Audit and Compensation Committees. The Company will establish --------------------------------------------- an audit committee and a compensation committee of the Board of Directors, as well as any other committees required by the Nasdaq regulations. A majority of the members of the audit committee and the compensation committee shall be independent directors as defined in Section 8.3 above. The nominating committee ----------- of the Board of Directors will nominate members to the audit committee and the compensation committee as well as any other committee formed by the Board of Directors.
Audit and Compensation Committees. Except as otherwise required by law or regulation including but not limited to the federal securities laws or requirements of any exchange or market on which the Company's Equity Securities are listed or quoted from time to time, the Company shall, by provision of its bylaws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board. For so long as the holders of Series A Preferred Stock have the right to elect a director to the Board, the Audit Committee shall consist of at least two directors, one of whom is the Series A Director designated by Ascent (to the extent that Ascent continues to retain the right to designate such director) and the other of whom shall be unaffiliated with management of the Company, and the Compensation Committee shall consist of at least two directors, one of whom is the Series A Director designated by SI (to the extent that SI continues to retain the right to designate such director) and the other of whom shall be unaffiliated with management of the Company.
Audit and Compensation Committees. The Lenders shall have received satisfactory evidence of the organization of audit and compensation committees of the Board, each of which shall include the directors designated pursuant to Section 6 of the Registration Rights Agreement.
Audit and Compensation Committees. The Shareholders and the Company shall each take or cause to be taken such actions as may be required from time to time to establish and maintain audit and compensation committees of the Board of Directors of the Company, each comprised of no more than three members, having such duties and responsibilities customary for such committees, and to elect no more than one of the Institutional Directors to each of such committees.
Audit and Compensation Committees. On the date hereof, the Board shall cause its audit committee (“Audit Committee”) and compensation committee (“Compensation Committee”) to be comprised of three members, one of whom shall be the OMERS Group Designee and two of whom shall be Onex Group Designees; provided, however, that, upon the election or appointment of an Outside Director to the Board, such Outside Director shall replace one of the Onex Group Designees (as selected by Onex) on each of the Audit Committee and the Compensation Committee. Except for the Audit Committee and the Compensation Committee, no other committees of the Board shall be established unless the OMERS Group is entitled to designate one-third of the members of any such committee. If any director serving on any committee shall cease to serve as a director of the Corporation for any reason or otherwise is unable to fulfill his or her duties on any such committee, he or she shall be succeeded by another director designated in accordance with Section 2.1 by the party initially designating such director; provided, however, that (i) the OMERS Group Designee shall not be entitled to attend any committee meeting during discussions of a transaction or other action relating to OMERS or an Affiliate thereof and (ii) the Onex Group Designees shall not be entitled to attend any committee meeting during discussions of a transaction or other action relating to Onex or an Affiliate thereof. This Section 2.7 shall terminate, and the rights and obligations of the parties hereunder shall cease to have any force or effect, at such time as the OMERS Group ceases to own the OMERS Minimum Percentage.