Compensation Committee and Audit Committee. The Company shall set up a compensation committee (the “Compensation Committee”) and an auditing committee (the “Audit Committee”) (collectively, the “Committees”) upon the Closing, each with at least 3 members, including Xxxxxx Xxx and Xxxxx-xxx Xxxxx. AL-Noor shall be the chair of each Committee. The Compensation Committee shall be responsible for evaluating and recommending to the Board for action all matters related to the Group Companies’ annual compensation and/or bonus plan, and the Employee Incentive Plan, including all compensation matters related to the senior management of the Company. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company. Any recommendation to be made to the Board shall require the approval by all the members of the relevant Committee, including Xxxxxx Xxx and Xxxxx-xxx Xxxxx.
Compensation Committee and Audit Committee. The Company shall set up a compensation committee (the “Compensation Committee”), and an audit committee (the “Audit Committee”) (collectively, the “Committees”) at the time determined by the Board (including the affirmative vote of the CDH Director). The Compensation Committee shall be responsible for evaluating, recommending to the Board for action and administering all matters related to the Company’s annual compensation and/or bonus plan, share option plan, and employee related compensation matters. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company.
Compensation Committee and Audit Committee. The JAFCO Director and the Series C Director shall be entitled to serve as a member of any committee or subcommittee duly established by the Board. The Company shall set up a compensation committee (the “Compensation Committee”) and an audit committee (the “Audit Committee”, together with the Compensation Committee, the “Committees”) at the time determined by the Board, each with three (3) members, including one (1) member nominated by JAFCO, one (1) member nominated by GS, and one (1) member nominated by the Key Holder. The chairman of each Committee shall be the member nominated by GS. The Compensation Committee shall be responsible for evaluating and recommending to the Board for action all matters related to the Company’s annual compensation and/or bonus plan, share option plan, and employee related compensation matters. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company. Any recommendation to be made to the Board shall require the approval by the majority of the members of the relevant Committee(s). The meetings of the Committees shall be held at least every three (3) months.
Compensation Committee and Audit Committee. A Compensation Committee (the “Compensation Committee”) and an Audit Committee (the “Audit Committee”) shall be set up under the Board. The Compensation Committee and the Audit Committee shall each consist of no less than one Series B Director and one Series A Director. The Compensation Committee shall be responsible for:
(i) Reviewing, and making recommendations for approval by the Board regarding, corporate goals and objectives relevant to the compensation of the Group Companies’ executive officers;
(ii) Reviewing, and making recommendations for approval by the Board regarding, compensation of Key Management Personnel, including, as applicable, (a) base salary, (b) bonus, (c) long-term incentive and equity compensation, and (d) any other compensation, perquisites, and special or supplemental benefits; and
(iii) Recommending the terms and conditions for employment of Key Management Personnel for approval by the Board. The Audit Committee shall be responsible for:
(i) overseeing the financial reporting process of the Group Companies;
(ii) monitoring the choice of accounting standards and practices of the Group Companies;
(iii) monitoring the internal accounting control process of the Group Companies;
(iv) ensuring open communication among the Key Management Personnel, internal auditors, external auditors, and the Audit Committee of the Group Companies; and
(v) overseeing the hiring and performance of the external auditors.
Compensation Committee and Audit Committee. The Board of Directors shall maintain a compensation committee (the “Compensation Committee”) which will be responsible for setting the management compensation and for approving the granting of options and other equity incentives to management. The Board shall also maintain an audit committee (the “Audit Committee”) which shall be responsible for reviewing with management of the Company and with the Company’s independent auditors, both jointly and separately, the financial controls, accounting and audit and reporting activities of the Company, the performance of the Company’s auditors, and the capability and performance of the Company’s finance staff. Unless a majority of the members of the Board of Directors otherwise agrees, each committee of the Board of Directors, including, but not limited to the Compensation Committee and Audit Committee, shall consist of three (3) directors, two (2) of whom shall be Series A Preferred Directors, and one (1) of whom shall be a Common Director. No member of the Company’s management shall participate in Compensation Committee discussion pertaining to his or her own compensation.
Compensation Committee and Audit Committee. The Company shall set up a compensation committee (the “Compensation Committee”), and an audit committee (the “Audit Committee”) (collectively, the “Committees”) at the time determined by the Board. The Compensation Committee shall be responsible for evaluating and recommending to the Board for action all matters related to the Company’s annual compensation and/or bonus plan, share option plan, and employee related compensation matters. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company. Any recommendation to be made to the Board shall require the approval by the majority of the members of the relevant Committee(s). The Committees shall be held at least every three months.
Compensation Committee and Audit Committee. The Board shall appoint a Compensation Committee from its members consisting of at least two non-employee directors to recommend compensation, including option grants or other equity compensation, to the full Board. The Board shall appoint an Audit Committee from its members consisting of at least two non-employee directors.
Compensation Committee and Audit Committee. (a) The Company shall establish and maintain a Compensation Committee of the Board of Directors, which shall consist of three directors, two of whom shall be Preferred Directors, provided such directors elect to join the Compensation Committee, and one of whom shall be a director elected by the holders of the outstanding shares of Preferred Stock and Common Stock, voting together as single class and on an as-converted basis, and who shall be not be employed by the Company or any of its Subsidiaries, or in any way affiliated with the Company, its Subsidiaries or any of the Company’s or its Subsidiaries’ employees, other than solely due to his or her membership on the Board of Directors (the “Independent Director”). No compensation or other remuneration shall be paid to, and no capital stock of the Company or any of its Subsidiaries shall be issued to or granted to, any executive of the Company or any of its Subsidiaries (including the Company’s Chief Executive Officer or Chairperson and any individual reporting to such persons) without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan (or any amendment of any of the Company’s or any of its Subsidiaries’ existing employee stock plans) shall be established without the approval of the Compensation Committee (including the Preferred Directors, provided such directors are then serving on the Compensation Committee). Each of the Preferred Directors may also (at his or her option) elect to serve on any other committee established by the Board of Directors.
(b) The Company shall establish and maintain an Audit Committee of the Board of Directors, which shall consist of three directors, two of whom shall be Preferred Directors, provided such directors elect to join the Audit Committee, and one of whom shall be the Independent Director.
Compensation Committee and Audit Committee. The Company shall set up a compensation committee (the “Compensation Committee”) and an auditing committee (the “Audit Committee”) (collectively, the “Committees”) upon the Closing, each with at least 4 members, The Audit Committee members shall include Xxxxxxxx Xxxxx, Xxxxx-xxx Xxxxx, Xxxxxx Xxx and AL-Xxxx Xxxxx which will be chaired by Xxxxxxxx Xxxxx. The Compensation Committee members shall include Xxxxxxxx Xxxxx, Xxxxx-xxx Xxxxx, Xxxxxx Xxx, Xxxxxxx Xxx and AL-Xxxx Xxxxx which will be chaired by AL-Xxxx Xxxxx. The Compensation Committee shall be responsible for evaluating and recommending to the Board for action all matters related to the Group Companies’ annual compensation and/or bonus plan, and the Employee Incentive Plan, including all compensation matters related to the senior management of the Company. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company. Any recommendation to be made to the Board shall require the approval by all the members of the relevant Committees, including Xxxxxx Xxx and Xxxxx-xxx Xxxxx.”
Compensation Committee and Audit Committee. The Board of the Company shall have two permanently sitting committees, the Compensation Committee and the Audit Committee, which committees shall be comprised of three members each. The Shareholders agree that two (2) representatives shall be appointed to each committee by the Class A Shareholders, of which one (1) representative shall be appointed by Ibero Group to each of the committees as long as the Ibero Group retains its Board seat, and one (1) representative shall be appointed by Chestnut to each of the committees as long as Chestnut retains its Board seat. One
(1) representative shall be appointed by the Initial Shareholders to each of the committees.
