Committees of the Board. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.
Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.
Committees of the Board. (a) Prior to or on admission to the Exchange, the Parties shall cause the Board to establish and maintain the following committees:
(i) A Nominating and Corporate Governance Committee (the “Nominating Committee”), which shall be comprised of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board;
(ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors;
(iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); and
(iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structure.
(b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any me...
Committees of the Board. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3.
Committees of the Board. (a) The Board may designate one or more committees, with each committee to consist of one or more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required.
(b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i).
(c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.
Committees of the Board. The Board of Directors may appoint from their number one or more committees of the Board of Directors, however designated, and delegate to any such committee any of the powers of the Board of Directors except those which pertain to items which, under the Act, a committee of the Board of Directors has no authority to exercise.
Committees of the Board. (a) The Board shall have an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and may form additional committees upon the approval of the Board (each, a “Committee”). The authority of each Committee shall be determined from time to time by the Board. Committee membership shall be as determined by the Board, provided that, (i) the Directors comprising each Committee shall be proportionate to, and shall reflect, the relative number of Stockholder Appointed Directors of, and Independent Directors designated for nomination by, Univar NV, on the one hand, and CD&R Investor, on the other hand; (ii) for so long as Univar NV and CD&R Investor are entitled to any Director (including Independent Univar NV Directors or Independent CD&R Investor Directors), at least one Univar NV Director or Independent Univar NV Director and one CD&R Investor Director or Independent CD&R Director shall serve on each Committee; (iii) for so long as Temasek Investor is entitled to any Director, the Temasek Investor Director shall be entitled to serve on each of the various Committees; (iv) in the case of (i), (ii) and (iii) above, the right of any Director to serve on a Committee shall be subject to applicable law and the Company’s obligation to comply with any applicable independence requirements of a national securities exchange upon which the Shares are listed to which it is then subject; and (v) in the case of (iii) above, the right of the Temasek Investor Director to serve on each of the various Committees shall be subject to scheduling and logistical constraints regarding the operation of such Committees.
(b) The Chairman of each Committee shall be designated by a majority of the Directors serving on such Committee.
Committees of the Board. In the event that the Board of Directors constitutes any committee of the Board of Directors, or any subcommittee thereof, directors designated by the holders of Senior Preferred Stock (each, a “Preferred Director”) shall comprise a majority of the members of such committee or subcommittee thereof. The Board of Directors shall designate the Preferred Directors to be appointed to any such committee or subcommittee.
Committees of the Board. The Company and the Investors agree that (1) for so long as there is at least one Warburg Director on the Board, each committee of the Board shall include at least one Warburg Director, and (2) for so long as there is at least one H&F Director on the Board, each committee of the Board shall include at least one H&F Director. The foregoing is subject to any restrictions on service on the audit committee as may be applicable under the rules of the National Association of Securities Dealers, Inc. or the SEC.
Committees of the Board. The Board may designate, by a vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.
