Board Composition and Practices Sample Clauses

Board Composition and Practices. Board Structure. The Company has amended its Corporate Governance Guidelines as follows: When the Chairman is a member of Company management, the Chairman of the Nominating and Corporate Governance Committee, who shall be an independent director meeting the guidelines specified herein, shall also act ex officio as the Lead Independent Director of the Board, with responsibility for coordinating the activities of the other non-management directors and for performing the duties specified herein and such other duties as are assigned by the Board. The Company shall maintain the position of Lead Independent Director so long as any member of management occupies a position on the Board. The Lead Independent Director’s responsibilities include the following: (i) setting the Board’s agenda in collaboration with the CEO and/or Chairman; (ii) acting as a regular communication channel among the Board, the CEO and other management, the Chairman and the independent directors and the Board; (iii) assessing and discussing with other independent board members the quality, quantity and timeliness of the flow of information from the Company’s management to the independent board members; (iv) organizing and presiding over executive sessions to review the Company’s performance and management effectiveness (including scheduling and setting the agenda for these sessions); (v) organizing exit interviews with resigning senior managers to determine whether their departure reflects problems with the CEO or other Company issues; (vi) serving as an independent point of contact for shareholders wishing to communicate with the Board, other than through the CEO or chairman; (vii) meeting with shareholders to discuss their concerns and expectations; (viii) calling special meetings of the Board or of the independent directors; (ix) recommending or assigning tasks to the appropriate committees; (x) being a member of or otherwise involved with the committees; (xi) chairing the Nominating and Corporate Governance Committee (or another key committee); (xii) coordinating and/or overseeing committee, Board and other corporate governance assessments; (xiii) coordinating and/or overseeing the performance evaluation of the CEO and/or Chairman; and (xiv) identifying and recommending appropriate independent advisors or consultants as needed. (b) Standing Committees; Addition of Finance Committee. Fossil has added a Finance Committee, which will have the power and authority to approve on behalf of the ...
AutoNDA by SimpleDocs
Board Composition and Practices 

Related to Board Composition and Practices

  • Data Practices The Parties acknowledge that this Agreement is subject to the requirements of Minnesota’s Government Data Practices Act, Minnesota Statutes, Section 13.01

  • Hiring Practices The Board shall, in all instances, employ teachers who are properly credentialed in accordance with applicable state laws, Washington Administrative Code, and by such other requirements as specified by the Office of the State Superintendent of Public Education. Classified personnel shall not be assigned to perform work in the instructional setting which will replace a currently employed certificated employee in his assignment or employment.

  • SAFETY PRACTICES (a) i Employees requiring glasses must wear glasses, preferably with safety lenses instead of contact lenses while on the job site. ii W.C.B. approved safety footwear must be worn at all times while on the job site. iii Employee attire will be in conformance with W.C.B. Regulation and the Employer’s policy.

  • Policies and Practices The employment relationship between the Parties shall be governed by this Agreement and the policies and practices established by the Company and the Board of Directors (hereinafter referred to as the “Board”). In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s Employee Handbook, this Agreement shall control.

  • STANDARD PRACTICES 47.1 Standard Practices may incorporate by reference various industry, OBF, and other standards referred to throughout this Agreement, which may be implemented to satisfy any CenturyLink obligations under this Agreement. 47.2 If CLEC desires notice of changes made to CenturyLink’s Standard Practices, CLEC may make such a request during the Agreement implementation process or at any subsequent time during the term of this Agreement.

  • Work Practices Where the Employer provides overtime, a minimum of one hour shall be provided which shall be worked. When on Employee and the Employer mutually agree, less than an hour overtime may be worked, which shall then be paid pro rata for overtime worked. Overtime shall be offered on a fair and equitable basis with an agreed roster being observed at the Refinery.

  • No Improper Practices (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor to the Company’s knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate of them, on the one hand, and the directors, officers, stockholders or directors of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge, the Subsidiaries to or for the benefit of any of their respective officers or directors or any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the Company nor the Subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement or the Prospectus.

  • FAIR PRACTICES The Union agrees to maintain its eligibility to represent all employees by continuing to admit persons to membership without discrimination on the basis of race, creed, color, national origin, sex or marital status and to represent equally all employees without regard to membership or participation in, or association with the activities of any employee organization. The Board agrees to continue its policy of not discriminating against any employee on the basis of race, creed, color, national origin, sex, marital status or membership or participation in, or association with the activities of, any employee organization.

  • Unfair Labor Practices The Grantee shall comply with the Employers Engaging in Unfair Labor Practices Act, 1980 PA 278, as amended, MCL 423.321 et seq.

  • Pay Practices The Employer recognizes the importance of regularity in pay practices and to the greatest extent possible the Employer will not alter the payment routines. Nurses will be notified in writing by the Employer not less than sixty (60) days in advance of a change to the pay practices.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!