CNA Board Governance Clause Samples

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directors. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilities. Additionally, the CNA shall ensure board officer positions (Chair, Vice-Chair) are not filled by AbilityOne Program NPA executives, that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program NPAs, and that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs. The CNA shall also ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee. Finally, the CNA shall provide the Commission with public Board meeting minutes when requested by the Commission.
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CNA Board Governance. The CNA shall require executive and board members to disclose and certify annually, and prior to any Board decision where the members’ personal interests may be affected by CNA and AbilityOne Program business and transactions. The CNA 1. Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity; 2. Have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs; 3. Not be composed of less than 25% people who are disabled, and shall actively seek participation by people with disabilities; 4. Ensure board officer positions (Chair, Vice-Chair) are not filled by AbilityOne Program NPA executives; 5. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne program NPAs; 6. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs; 7. Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board; 8. Maintain an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. Upon written request from the Commission, provide to the Commission, for Commission review only, the Meeting Minutes of any public meeting/session.
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CNA Board Governance. The CNA shall establish a Board of Directors that meets the following requirements: 1. Not be composed of current CNA employees other than the CEO in a non-voting ex officio capacity; 2. Have no greater than 20% composition of Directors from current AbilityOne Program NPAs to avoid the appearance ofself-dealing;
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Related to CNA Board Governance

  • Corporate Governance The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.

  • Corporate Governance Matters The Parent Board shall take all necessary corporate action, to the extent within its power and authority, so that, as of the Effective Time, the directors constituting the Parent Board shall be as set forth in Schedule 2.15.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.