Board Structure. The board shall consist of 11 voting members appointed for five-year terms by the governor. The board shall annually elect a chairperson, on a rotating basis, from among its members. Six voting members shall constitute a quorum. An affirmative vote of a majority of voting members, excluding any member who has a conflict of interest, is necessary for the board to take substantive action.
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.
Board Structure. Until the consummation of a Registration, each of the following shareholders (each a "Designating Shareholders") shall have the right to designate members to the Board of Directors, with respect to each of the Designating Shareholders, as long as such Designating Shareholders holds (directly and/or through trustee, and collectively with such Designating Shareholders Permitted Transferees) at least 50% of the amount of shares of the Corporation held by it on the date hereof:
(a) Life Support Ltd.- may designate 1 (one) member to the Board;
(b) Ramport Finance Ltd. - may designate 1 (one) member to the Board;
(c) Xxxxx Xxxxxxxx - may designate 1 (one) member to the Board;
Board Structure. The board shall consist of 11 voting members appointed by the governor. The composition of the board shall be as described in 2006 Iowa Acts, chapter 1142, section 29. Six voting members shall constitute a quorum. An affirmative vote of a majority of voting members, excluding any member who has a conflict of interest, is necessary for the board to take substantive action.
Board Structure. Following the Closing of the initial investment pursuant to Section 1, the board of directors (the "Board of Directors") of both the Company and Parent shall consist of five (5) members, one of which shall be nominated by Investor. The Investor hereby designates Mark S. Hauxxx xx xxx xxxxxxx. Xxx Investor shall have a right to maintain one representative on the Board of Directors of the Company and Parent so long as Investor retains at least 75% of the aggregate of the Preferred Shares purchased hereunder and the shares excercisable upon exercise of the Option. Simultaneously with the transactions contemplated by this Agreement, Parent shall issue to Investor or its designee or assignee 1% of the outstanding shares of Parent. The Company agrees that such interest may be exchanged at any time for a 1% interest in the Company by cancelling the 1% interest in the Parent. Such 1% interests may be transferred or assigned by the party to whom it is issued, subject to compliance with applicable securities law.
Board Structure. So long as the New Notes are outstanding, the Issuer will maintain at least two “independent directors” (as defined under Nasdaq Stock Market Rule 5605(a)(2)) on its Board of Directors.
Board Structure. Washington Gas will have a board of directors consisting of seven members, including: (a) the CEO of Washington Gas; (b) the CEO of AltaGas; (c) four independent members, including, up to three of the independent board members of WGL; and (d) one other member. Notwithstanding any other provision of this Settlement Agreement, the majority of the members of the Washington Gas board of directors must be Independent Directors. Each successor to a legacy-WGL board member will either (1) be an Independent Director, or (2) be a former director or officer of Washington Gas or WGL. The Washington Gas and AltaGas CEOs may nominate successors to their respective positions on the Washington Gas board, each of whom shall be a member of the executive team of the CEO’s company.
Board Structure. (a) Unless otherwise determined by the board of directors of the Company (the “Board”), the Board shall at all times consist of a majority of directors who are independent, as defined under the applicable listing rules of The Nasdaq Stock Market (the “Independent Directors” and such rules, the “Listing Rules”). In addition, unless otherwise determined by the Board, a majority of the Company’s directors shall not be Affiliates of any stockholder of the Company that Beneficially Owns, together with its Affiliates, 10% or more of the voting rights in the Company (the “Non-Affiliated Directors”). EXHIBIT G
(b) The Board shall initially consist of 10 directors (inclusive of the directors appointed pursuant to Section 1.2(a)). (c) “Affiliate” means, as to any Person, (i) any other Person who directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person, (ii) with respect to a Person who is a natural person, any member of the immediate family of such individual, including such individual’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any other Person who lives in such individual’s household and any trust whose primary beneficiary is such individual or one or more members of such immediate family, and (iii) with respect to the term Non- Affiliated Director, any Person that either he or any of his or her Affiliates, serves as an employee, officer, director, advisor, consultant or representative, or is a family member as described in clause (ii) above, in each case, of the specific stockholder or any of its Affiliates. Notwithstanding anything herein to the contrary, for purposes of this Agreement, neither the Company nor any of its subsidiaries, on the one hand, and any Teads Stockholder, on the other hand, shall be deemed to be Affiliates of each other. (d) “Beneficially Owns” means, with respect to Common Stock or Preferred Stock, having “beneficial ownership” of such stock for purposes of Rule 13d-3 or 13d-5 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), without giving effect to the limiting phrase “within sixty days” set forth in Rule 13d-3(1)(i) thereof. The terms “Beneficial Owner” and “Beneficial Ownership” shall have correlative meanings. (e) “Control” (including its correlative meanings, “Controlled” and “Controlle...
Board Structure. 2.1 Governance is made up by a number of boards that have collective responsibility for all impacts on this Agreement: strategic relationship within and outside of the immediate Agreement, monitoring and evaluation of contract delivery, communication of plans and intentions, recommendations and decision taking.
2.2 Unless otherwise agreed, representation for each board will be made up of representatives from the CONTRACTOR and the AUTHORITY. Only six members (three from each Party) are able to vote. A member from the AUTHORITY will be the nominated Chairperson except for the Partner Forum where the Chairperson will be a member from the CONTRACTOR. For decision making each voting member will carry one vote. The Chairperson will carry two votes. Where a member is unavailable to attend a substitute person shall have proxy voting rights so that 3 from each are always present. Where a voting decision requires a Change to the CONTRACTOR’s or the AUTHORITY’s obligations or scope of Services under this Agreement, this will be managed in accordance with Schedule 24 (Change Control).
2.3 The terms of reference for each of these boards will be defined during Transition.
2.4 At the highest level the overall interaction between the boards is shown in the figures below: BOARD LEVEL
(A) Impact on Scope of Contract and enGage √
(B) Impact on technical delivery of ongoing services √ √ √ √
(C) Impact on Value for Money √
(D) Impact on measurement √ √ √
(E) Impact on commercials √ √
(F) Impact on enGage approach (supplier relationships) √ √ Figure 1 – Areas of Responsibility
Board Structure. The Board currently consists of ten members, divided into three classes with one class elected each year at the Annual Meeting for a term of three years. The Board met ten times during 2000. All directors attended at least 75% of the combined number of meetings of both the Board and of committees on which they served.
