The Board of Directors 11.1 The Company shall have a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. The Board shall consist of six (6) directors, three (3) of whom shall be appointed by Party A, two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. In the event that the ratio of the Parties’ respective interests in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be in accordance with applicable PRC laws and regulations. 11.3 The power to nominate the Chairperson of the Board shall belong to Party A. Party B shall have the right to nominate the Vice Chairperson of the Board. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Likewise, the Vice-Chairperson of the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.
Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02
Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.