Board Independence. The Board shall be comprised of at least a majority of independent directors who meet the criteria for independence as required by the New York Stock Exchange (“NYSE”) and the U.S. Securities and Exchange Commission (“SEC”). A director qualifies as “independent” if the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its subsidiaries). The Company shall publicly disclose these determinations in its annual proxy statement. Independent directors shall inform the Board when there are any changes in their circumstances or relationships that are reasonably likely to affect their independence, including all business relationships between a director and the Company, its affiliates or members of management.
Board Independence. The Board will determine whether each member of the Audit Committee of the Board (the “Audit Committee”) is independent. In order to determine whether a manager qualifies as “independent,” the Board will consider all relevant facts and circumstances and will apply the standards set forth in Section 303A.02 of the NYSE Listed Company Manual.
Board Independence. As promptly as possible after the date of this Agreement and continuing throughout the Restricted Period, Company will cause the Board to be composed of at least a majority of directors who, in the Board’s determination, meet the independence requirements with respect to Company of the listing rules of Nasdaq and all applicable rules of the SEC.
Board Independence. The Merger Agreement will be amended by adding a provision to the form of By-laws of Holdings requiring that a majority of the entire Board of Directors be Qualifying Directors and that at least fifty percent (50%) of each of the audit committee, compensation committee and any "special transaction committee" hereafter established by the Board be comprised of Qualifying Directors. For these purposes, a director will be considered a "Qualifying Director" if such director meets the requirements of a Qualifying Director attached hereto as Exhibit A, and a "special transaction committee" shall mean a committee of the Board that is established for the purpose of evaluating a change of control transaction proposal received by Holdings (it being understood that the Board shall be responsible for determining whether a special transaction committee should be established in any given instance). The By-law provisions implementing the foregoing may be amended by either (i) the approval of the Board of Holdings (including the unanimous approval of the Qualifying Directors then serving on the Board of Directors of Holdings) or (ii) the approval of the holders of a majority of the outstanding Class A common stock (other than shares held by the Malones), provided that no such amendment by the Board pursuant to the preceding clause (i) may be made prior to the third anniversary of the Mergers.
Board Independence. Following regulatory convention, the board-independence dummy is an indicator variable that equals one if a majority of the directors are classified as independent, and zero otherwise.21 We compare and contrast two classifications of director independence, which we refer to as the conventional measure and the new measure. Under the conventional measure (as specified by the IRRC), a director is classified as independent if he or she is not a current or former employee of the firm (or of a subsidiary of the firm), a relative of an executive officer, a customer of or a supplier to the company, a provider of professional services, a recipient of charitable funds, a designee under a documented agreement by a significant shareholder or group, or interlocked with an executive of the firm.22 An interlocking directorate, also known as board cooptation, is a situation in which an executive of firm X is a director at firm Y at the same time that an executive of firm Y is a director at firm X. The list of independence criteria also includes a catchall phrase for any other type of affiliation that poses a potential conflict of interest, because there are a myriad of possibilities that cannot be 20 Following Xxxxx and Xxxx (2004), we use a delta of 0.7, which approximates the median delta in the Hall and Xxxxxxx (1998) data.
Board Independence. At least a majority of the Board of Directors of JDN shall be "Independent Directors," as defined below.
