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:
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:
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. (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
Board Structure. 16. 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. 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.
Board Structure. Ensure that the Board is properly constituted and organized and that it functions effectively with a view to appropriate delegation to and supervision of executive management, the appropriate balancing of risk and reward, the enhancement of shareholder value and the obligations and responsibilities of appropriate corporate governance matters. Work with the Lead Director to ensure that the Lead Director can be effective in discharging his duties. With the Lead Director, establish the frequency of Board meetings, as considered appropriate, including periodic meetings of independent directors without management present, as appropriate. Board Management Chair Board meetings. Assist the Corporate Governance and Nominating Committee in recommending Board committee members and committee chair appointments and assist in the review of the need for, and the performance and suitability of, those committees. Assist the Lead Director and Chief Executive Officer (“CEO”) and the Corporate Secretary in the coordination of the agenda, information packages and related matters for Board meetings. Establish a system that provides for maintaining communication with all directors and committee chairs to coordinate input from directors and optimize the effectiveness of the Board and its committees. Monitor the adequacy of materials provided to the Board by management in connection with the Board deliberations, and ensure that members of the Board have sufficient time to review the materials provided to them and to fully discuss the business that comes before the Board during deliberations. Ensure the delivery of information to members of the Board on a timely basis to keep them fully apprised of all matters that are material to the Board at all times, including coordinating with the CEO to ensure that information requested by any member of the Board is provided to and meets the needs of that Board member. Recommend procedures to enhance the work of the Board and cohesiveness among directors. On an annual basis, facilitate the annual performance review and evaluation of the Board and its members in accordance with the Board’s charter and facilitate the assessment of the adequacy of the Board’s charter.
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. From and after the Effective Time, the directors of the Corporation (other than any who may be elected by holders of Preferred Stock under specified circumstances) shall be divided into three (3) classes as nearly equal in size as is practicable, designated Class I, Class II and Class III. Directors already in office shall be assigned to each class at the time such classification becomes effective in accordance with a resolution or resolutions adopted by the Board. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the Effective Time, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Effective Time, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Effective Time, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, any newly created directorships or decrease in directorships shall be so apportioned hereafter among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
