Board Composition and Compensation Sample Clauses

Board Composition and Compensation. (a) The number of Directors comprising the Board shall be nine (9) Directors of which at least one (1) shall be an Independent Director. (b) At any time that the IFC Parties hold, in the aggregate, a number of shares in the Company that constitutes a percentage of ownership in the Company equal to at least fifty per cent (50%) of the percentage ownership in the Company held by the IFC Parties, in the aggregate, upon the termination of the Preemptive Right Period (as defined in the Investment Agreement) the IFC Parties shall have the right to nominate one (1) Director (the “IFC Nominee Director”). The IFC Parties shall identify the IFC Nominee by written notice to the Sponsors no less than eleven (11) days prior to the shareholders meeting at which the IFC Nominee shall be presented for election and the Sponsors shall be obligated to vote, in accordance with the instructions of the IFC Parties, the portion of the Sponsors’ shares that, when added to the shares owned by the IFC Parties, will allow the IFC Nominee to be elected as a Director. In the event that the IFC Nominee is an Independent Director, the election to the Board of the IFC Nominee will not satisfy the obligation set forth in Section 2.02(a) and the Board shall include an additional Independent Director. (c) The Board shall at all times maintain the following committees, whose members shall all be Directors: (i) the directors committee (which shall be responsible for audit and compensation functions in addition to other functions, as applicable) and (ii) the corporate governance committee, and each such committee shall contain a majority of the Independent Directors. Any financial audit of the Company must be in compliance with the Accounting Standards and approved by the Board. The Board shall identify and recommend suitable new candidates for nomination to the Board when there are vacancies at the Board. The Board’s directors committee shall at all times include the IFC Nominee Director. (d) The IFC Parties may require the removal of the IFC Nominee Director at any time and shall be entitled to nominate another Person as the IFC Nominee Director in place of any IFC Nominee Director so removed. In the event of the resignation or retirement from office of the IFC Nominee Director, the IFC Parties shall be entitled, subject to Section 2.02 (Board Composition and Compensation) and upon no less than eleven (11) days’ prior written notice, to nominate another Person as the IFC Nominee Director in ...