BOARD AND MANAGEMENT OVERSIGHT Sample Clauses

BOARD AND MANAGEMENT OVERSIGHT. (1) Within ninety (90) days, the Compliance Committee shall assess whether the Bank has competent and effective Board and management in place to carry out the Board's policies; manage the day-to-day operations of the Bank in a safe and sound manner; and ensure compliance with this Agreement and applicable laws, rules, and regulations. The findings and recommendations of the Compliance Committee shall be set forth in a written report to the Board. At a minimum, the report shall consider: (a) an assessment of the Board committees to ensure members are knowledgeable of areas delegated to the respective committees; (b) an assessment of whether Board members are receiving timely and adequate information on the condition, risks and operations of the Bank to enable them to fulfill their fiduciary responsibilities and other responsibilities under law; (c) an assessment of Board processes in place to respond to the findings of control functions, such as internal audit, loan review and compliance, and to determine appropriate corrective actions, assignment of management responsibilities, tracking progress, and enforcing accountability; (d) an assessment of the Bank’s management to perform present and anticipated duties, including a determination of whether any management changes will be made (additions or deletions from current management); and (e) recommendations to correct or eliminate any other deficiencies in the supervision or organizational structure of the Bank. (2) Within sixty (60) days after completion of the review required by paragraph (1), the Board shall develop, adopt and thereafter ensure Bank implementation and adherence to a written plan, with specific time frames, that will correct any deficiencies identified in the review. (3) Copies of the Board’s written plan shall be forwarded to the Assistant Deputy Comptroller. The Assistant Deputy Comptroller shall retain the right to determine the adequacy of the report and its compliance with the terms of this Agreement. In the event the written plan, or any portion thereof, is not implemented, the Board shall promptly advise the Assistant Deputy Comptroller, in writing, of specific reasons for deviating from the plan. (4) The Board shall ensure that competent and effective Board and management remains in place at all times to perform present and anticipated duties; ensure compliance with this Agreement; and ensure safe and sound operations of the Bank.
Sample 1
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BOARD AND MANAGEMENT OVERSIGHT. (1) The Board shall ensure that it receives and reviews sufficient information from management (including scope, frequency, timing and content), regarding the operation of the Bank and the Bank’s compliance with this Agreement, to enable the Board to provide effective oversight and Board members to fulfill their fiduciary duties and other responsibilities under law. Refer to: (i) the OCC’s “The Director’s Book: The Role of Directors for National Banks and Federal Savings Associations”; and (ii) the “Corporate and Risk Governance” booklet of the Comptroller’s Handbook (July 2019). (2) The Board shall ensure that the Bank has competent management and staff in place on a full-time basis to carry out the Bank’s policies, ensure compliance with this Agreement, applicable laws, rules, and regulations, and manage the day-to-day operations of the Bank in a safe and sound manner. (3) By July 30, 2021, the Board shall establish, implement, and maintain a comprehensive governance framework which provides for the establishment of appropriate segregation of duties and internal controls. At a minimum, this framework must include: (a) An independent staffing assessment that: (i) identifies the skills and expertise needed to execute and sustain a safe and sound system of internal controls and risk management for key functions of the Bank including Chief Executive Officer, Controller/Operations Manager, Information Technology Manager, and Chief Loan Officer vested with sufficient authority to fulfill the duties and responsibilities of the position, carry out the Board’s policies, ensure the Bank’s adherence to corporate governance and decision-making processes, ensure compliance with this Agreement, applicable laws, rules and regulations, and manage the day-to-day operations of the Bank in safe and sound manner within the scope of that position’s responsibilities; (ii) identifies any gaps in those skills and/or expertise within the Bank’s current management and staff; (iii) evaluates current lines of authority, reporting responsibilities and delegation of duties for all officers, including identification of any overlapping duties or responsibilities; (iv) provides for the development of a written strategy which would outline plans for how the Bank could address any gaps or deficiencies identified pursuant to Subparagraphs (3)(a)(i) or (3)(a)(ii) of this Article; (v) concludes on the appropriateness of each individual’s compensation, including salary and fee income; (vi) in...
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. Within 60 days of the effective date of this Agreement, the board of directors of the Bank shall submit a written plan acceptable to the Supervisors to enhance board and management oversight of the Bank’s management and operations. The plan shall include the following four items:
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. Going forward from the effective date of this LUA, the Board: a) Must fulfill its fiduciary responsibility to the membership of the Credit Union. The Division and NCUA will measure the Board’s effectiveness in this regard as demonstrated by the Board’s willingness and ability to correct deficiencies cited in this LUA and the accompanying examination report, within the timeframes specified. b) In collaboration with operating management, shall establish a written plan acceptable to both the Division and NCUA for requiring and obtaining adequate training in all areas of Credit Union operations on a routine basis within thirty (30) days from the effective date of this LUA. Staff and Officials must pay particular attention to obtaining training in accounting and financial analysis fundamentals.
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. (1) Effective as of the date of this Agreement, the Board shall ensure adherence to written policies and procedures that result in appropriate and timely Board and management responses to deficiencies identified in any Report of Examination, internal audit report, or external audit report. Such policies and procedures shall include specific actions for: (a) developing tracking systems to: record identified deficiencies, identify the member(s) of management responsible for correcting the deficiencies, and monitor management’s progress in correcting the deficiencies within the timeframes established by the Board; (b) a written policy that requires management to respond to and commence correcting identified deficiencies within thirty (30) calendar days of receiving a final Report of Examination, internal audit report, or external audit report; and (c) establishing an appropriate training program designed to strengthen identified weaknesses in management oversight of the Bank.
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. (1) Within sixty (60) days of this Agreement, the Board shall ensure that it receives and reviews sufficient information from management (including scope, frequency, timing and content), regarding the operation of the Bank and the Bank’s compliance with this Agreement, to enable the Board to provide oversight and fulfill their fiduciary duties, other responsibilities under law, and in accordance with safe and sound standards. Refer to (i) the OCC’s “The Directors Book: The Role of Directors for National Banks and Federal Savings Associations;” and (ii) the “Corporate and Risk Governance” booklet, M-CRG, of the Comptroller’s Handbook (July 2016). At least annually, the Board shall perform an assessment of the information that management provides to the Board to ensure that the Board receives adequate information from management on the operations of the Bank to enable the Board to effectively supervise the Bank and fulfill their fiduciary duties. (2) At the next Board meeting immediately following the date of this Agreement, the Board must review the OCC’s Director’s Toolkit: Detecting Red Flags in Board Reports (reprinted September 2013) and document the discussion in the board minutes. (3) The Board shall maintain a Lead Independent Director that has sufficient authority and expertise to ensure that the Bank is not subject to undue influence from any executive officer or director. The term “independent” means a person who is not an officer or employee of the Bank; who is not a director, officer, or employee of the Bank’s affiliates; who is not a director, officer, or employee of the related interests, as defined in 12 C.F.R. § 215.2(n), of any current director or senior executive officer; and who is not a family member of any such person.
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. (1) Within ninety (90) days of the date of this Agreement, the Board shall identify in writing to the Assistant Deputy Comptroller, at a minimum, at least two additional independent directors above the number of directors in place as of the date of this Agreement who possess the necessary competence, experience, character, and integrity to direct the Bank’s affairs in a safe, sound, and legal manner. The term “independent” means a person who is not an officer or employee of the Bank; who is not a director, officer or employee of the Bank’s affiliates; who is not a director, officer or employee of the related interests, as defined in 12 C.F.R. § 215.2(n), of any current director or senior executive officer; and who is not a family member of any such person.
Sample 1
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BOARD AND MANAGEMENT OVERSIGHT. (1) Within ninety (90) days of this Agreement, the Board shall take the necessary steps to eliminate the deficiencies in management leadership and Board oversight as described in the Report of Examination conducted as of June 30, 2009 (the “XXX”), to include specific actions for attaining the necessary management expertise and Board involvement to return the Bank to a safe and sound condition, including: (a) improving the function of the Loan Committee by: (i) decreasing the total commitment threshold above which the Loan Committee is required to participate in credit decisions; (ii) ensuring the Loan Committee makes the final decision for loans requiring the Committee’s approval before funding the loan or providing a legal commitment to lend; and (iii) assessing and re-assigning appropriate individual lending authority to the President and Chief Credit Officer. (b) improving the function of the Asset/Liability Committee (ALCO) by: (i) revising the policy for the Board ALCO and Executive Management ALCO to distinguish the difference between the Board ALCO and the Executive Management ALCO; (ii) establishing criteria for certain key decisions that will require Board ALCO approval prior to execution or implementation; (iii) requiring additional liquidity measurements and corresponding limits, including, at a minimum, liquid assets/total assets, non-core funding dependence, rollover risk of wholesale funds, and wholesale funding concentrations; (iv) identifying and quantifying contingent sources of liquidity within the sources and uses report available to meet projected funding gaps; and (v) establishing policy thresholds for net interest income and economic-value-of-equity at risk for varying degrees of interest rate movements; (c) improving documentation of all Board and committee meeting minutes to provide meaningful records of discussions, decisions, and other matters, including incorporating the Bank’s liquidity reports and findings in the Board packages and documenting liquidity and funds management discussions in the Board minutes; and (d) improving Board oversight of and the Bank’s overall audit program to provide for: (i) quarterly audit committee meetings; (ii) maintaining detailed audit committee minutes demonstrating appropriate oversight of audit and risk management activities and decisions; (iii) a written policy that requires management to respond to and commence correcting identified deficiencies within thirty (30) days of receiving a final au...
Sample 1
BOARD AND MANAGEMENT OVERSIGHT. (1) Within ninety (90) days of the date of this Agreement, the Board shall ensure that it receives and reviews sufficient information from management (including scope, frequency, timing and content), regarding the operation of the Bank and the Bank’s compliance with this Agreement, to enable the Board to provide oversight and fulfill their fiduciary duties, other responsibilities under law, and in accordance with safe and sound standards. Refer to (i) “The Directors Book: The Role of Directors for National Banks and Federal Savings Associations;” and (ii) the “Corporate and Risk Governance” booklet of the Comptroller’s Handbook for related safe and sound principles. (2) At least annually, the Board shall perform an assessment of the information that management provides to the Board to ensure that the Board receives adequate information from management on the operations of the Bank to enable the Board to effectively supervise the Bank and fulfill their fiduciary duties. (3) At the next Board meeting immediately following the date of this Agreement, the Board must review the OCC’s Director’s Toolkit: Detecting Red Flags in Board Reports (reprinted September 2013) and document the discussion in the board minutes.
Sample 1

Related to BOARD AND MANAGEMENT OVERSIGHT

  • Workload Management 11.1 The parties to this Agreement acknowledge that employees and management have a responsibility to maintain a balanced workload and recognise the adverse affects that excessive workloads may have on employee/s and the quality of resident/client care. 11.2 To ensure that employee concerns involving excessive workloads are effectively dealt with by Management the following procedures should be applied: (a) Step 1: In the first instance, employee/s should discuss the issue with their immediate supervisor and, where appropriate, explore solutions. (b) Step 2: If a solution cannot be identified and implemented, the matter should be referred to an appropriate senior manager for further discussion. (c) Step 3: If a solution still cannot be identified and implemented, the matter should be referred to the Facility Manager for further discussion. (d) Step 4: The outcome of the discussions at each level and any proposed solutions should be recorded in writing and fed back to the effected employees. 11.3 Workload management must be an agenda item at staff meetings on at least a quarterly basis. Items in relation to workloads must be recorded in the minutes of the staff meeting, as well as actions to be taken to resolve the workloads issue/s. Resolution of workload issues should be based on the following criteria including but not limited to: (a) Clinical assessment of residents’ needs; (b) The demand of the environment such as facility layout; (c) Statutory obligation, (including, but not limited to, work health and safety legislation); (d) The requirements of nurse regulatory legislation; (e) Reasonable workloads (such as roster arrangements); (f) Accreditation standards; and (g) Budgetary considerations. 11.4 If the issue is still unresolved, the employee/s may advance the matter through Clause 9 Dispute Resolution Procedure. Arbitration of workload management issues may only occur by agreement of the employer and the employee representative, which may include the union/s.

  • Oversight The Licensing Officer shall oversee the quality of the services provided by the Licensee and the reasonableness of the prices charged. The Licensing Officer may advise the Licensee from time to time of any source of dissatisfaction and request correction.

  • Board Oversight Within 60 days of this Agreement, the board of directors of the Bank shall submit to the Reserve Bank a written plan to strengthen board oversight of the management and operations of the Bank. The plan shall, at a minimum, address, consider, and include:

  • Investment Advisory and Management Services The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

  • Advisory and Management Arrangements Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

  • Patch Management All workstations, laptops and other systems that process and/or 20 store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or 21 transmits on behalf of COUNTY must have critical security patches applied, with system reboot if 22 necessary. There must be a documented patch management process which determines installation 23 timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable 24 patches must be installed within thirty (30) calendar or business days of vendor release. Applications 25 and systems that cannot be patched due to operational reasons must have compensatory controls 26 implemented to minimize risk, where possible.

  • Management In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

  • Labour Management Relations Committee In recognition of the mutual benefits of open communications and on-going consultation between the faculty and the employer, the Labour/Management Relations Committee will meet on a regular basis and have equal representation for the Union and the Employer. The LMRC will serve as an open forum for the free and candid discussion of matters of mutual concern to faculty members and management.

  • Union/Management Committee There shall be a union/management committee comprised of four (4) employee representatives appointed by the Union and four (4) employer representatives. The Committee's purpose is to provide and promote effective and meaningful communication of information and ideas and to make joint recommendations on matters of concern. Matters that are properly the subject of an individual grievance will not be discussed at this committee. The Committee will meet quarterly, unless agreed otherwise, at a time and place mutually agreed to provided there is business for their joint consideration. The parties will exchange agenda items at least one (1) week prior to the meeting. The parties further agree the Committee may meet at any time its members mutually agree a meeting should be held. The duties of the Chairperson will be shared by the parties. Copies of the minutes shall be provided to Committee members. The employer agrees to pay for time spent during regular working hours for representatives of the union attending such meetings. The parties may utilize video or teleconferencing services for the purposes of committee members attending committee meetings, where appropriate and available. Neither party can unreasonably deny an initiative to utilize video or teleconferencing services.

  • Traffic Management 9.2.1 During the Operating Period, Developer shall be responsible for the general management of traffic on the Project. Developer shall manage traffic so as to preserve and protect safety of traffic on the Project and Related Transportation Facilities and, to the maximum extent practicable, to avoid disruption, interruption or other adverse effects on traffic flow, throughput or level of service on the Project and Related Transportation Facilities. Developer shall conduct traffic management in accordance with all applicable Technical Provisions, Technical Documents, Laws and Governmental Approvals, and in accordance with the Traffic Management Plan. 9.2.2 Developer shall prepare and submit to TxDOT and the Independent Engineer for TxDOT approval a Traffic Management Plan for managing traffic on the Project and Related Transportation Facilities after the commencement of traffic operations on any portion of the Project, addressing (a) orderly and safe movement and diversion of traffic on Related Transportation Facilities during Project construction, (b) orderly and safe movement of traffic on the Project and (c) orderly and safe diversion of traffic on the Project and Related Transportation Facilities necessary in connection with field maintenance and repair work or Renewal Work or in response to Incidents, Emergencies and lane closures. Developer shall prepare the Traffic Management Plan according to the schedule set forth in the Technical Provisions. The Traffic Management Plan shall comply with the Technical Provisions and Technical Documents concerning traffic management and traffic operations. Developer shall carry out all traffic management during the Term in accordance with the approved Traffic Management Plan. 9.2.3 Developer shall implement the Traffic Management Plan to promote safe and efficient operation of the Project and Related Transportation Facilities at all times during the course of any construction or operation of the Project and during the Utility Adjustment Work. 9.2.4 TxDOT shall have at all times, without obligation or liability to Developer, the right 9.2.4.1 Issue Directive Letters to Developer regarding traffic management 9.2.4.2 Provide on the Project, via message signs or other means consistent with Good Industry Practice, non-Discriminatory traveler and driver information, and other public information (e.g. amber alerts), provided that the means to disseminate such information does not materially interfere with the functioning of the ETCS.

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