Common use of Composition of the Board Clause in Contracts

Composition of the Board. (1) The Board shall consist of not less than nine members, selected as follows: (i) up to ten members-at-large elected by the Board. Regard shall be paid especially to proposed members’ professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are located; (ii) two members appointed by the host country, Republic of Korea; (iii) one member appointed by WHO; (iv) members appointed by the Board upon recommendation of governments of the Parties to this Agreement. The Board shall establish appropriate procedures for appointing members from the governments of the Parties to this Agreement; (v) the Director of the Institute as a member ex-officio. (2) Members-at-large shall be appointed for terms of no more than three years as determined by the Board in advance of the appointment. In the case of vacancy of members-at-large by reason of their retirement, death, incapacity, or any other cause, the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional terms. (3) The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) The members of the Board, other than the members serving ex-officio, the members appointed by the host country, Republic of Korea, and WHO, and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) The term of office and the selection of the members appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) will be determined by the Government. (6) The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.

Composition of the Board. (1) . The Board shall consist of not less than nine members, selected as follows: (i) up Up to ten members-at-large elected by the Board. Regard shall be paid especially to proposed members’ ' professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are located; (ii) two members appointed by the host country, Republic of Korea; (iii) one member appointed by WHO; (iv) members appointed by the Board upon recommendation of governments of the Parties to this Agreement. The Board shall establish appropriate procedures for appointing appointment members from the governments government of the Parties to this Agreement; (v) the Director of the Institute as a member ex-ex officio. (2) . Members-at-large shall be appointed for terms of no more than three years as determined by the Board in advance of the appointment. In the case of vacancy of members-at-large by reason of their retirement, death, incapacity, or any other cause, the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s 's term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional terms. (3) . The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) . The members of the Board, Board other than the members serving ex-officio, officio and the members appointed by the host country, Republic of Korea, and WHO, and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) . The term of office and the selection of the members member appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) will be determined by the Government. (6) . The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.

Composition of the Board. Effective as of the date of the first annual meeting of Members: (1a) The Board shall consist of not less than nine members, selected fourteen (14) directors. (b) Eight directors shall be elected by the Industry Sectors as follows: (i) up to ten members-at-large elected by the Board. Regard Suppliers shall be paid especially to proposed members’ professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are locatedelect two (2) directors; (ii) Transmission Companies shall elect two members appointed by the host country, Republic of Korea(2) directors; (iii) RTOs shall select one member appointed by WHO(1) director; (iv) members appointed by the Board upon recommendation of governments of the Parties to this Agreement. The Board Small LSEs shall establish appropriate procedures for appointing members from the governments of the Parties to this Agreementelect one (1) director; (v) the Director of the Institute as a member ex-officioMedium LSEs shall elect one (1) director; and (vi) Large LSEs shall elect one (1) director. (2c) MembersThree (3) directors shall be at-large. At-large directors shall be elected by all of the Industry Sectors voting together as a single class. (d) Three (3) directors shall be independent from the Corporation and any Member or any Affiliate or Related Party of any Member. Independent directors shall be elected by all of the Industry Sectors voting together as a single class. (e) Industry Sectors shall elect their respective sector and at-large shall be appointed for terms of no more than three years as determined by the Board directors from among individuals holding senior management positions in advance of the appointmentMember organizations. In the case of vacancy of membersAny sector-elected or at-large by reason director whose Member organization changes Industry Sectors or who ceases to hold a senior management position in a Member organization shall continue to serve out his or her remaining term, unless such director resigns or is removed. When selecting at-large directors, Industry Sectors shall consider such factors as the geographic and functional representation of their retirementthe Board. No two directors may be employees of a single Member or any Affiliate or Related Party of a Member or any Affiliate. (f) An independent director is a person (i) who is not an officer or employee of the Corporation, deathan officer, incapacitydirector, or employee of a Member, or an officer, director or employee of any other causeentity that would reasonably be perceived as having a direct financial interest in the outcome the Board’s decisions, or (ii) who does not have a relationship that would interfere with the exercise of independent judgment in carry out the responsibilities of a director. The Board may adopt additional standards for director independence not inconsistent herewith. (g) At-large and independent directors shall be nominated by the nominating and governance committee of the Board. The nominating and governance committee shall seek out for nomination independent directors from diverse backgrounds, who will contribute to the effective functioning of the Board and the Corporation by bringing a broad range of industry expertise, viewpoints, experiences, skill sets and knowledge. The nominating and governance committee will establish procedures to ensure that diverse candidates are in the pool of applicants for every independent director position and will retain an independent consultant to prepare a list of individuals qualified and willing to serve as independent directors. (h) Any director which the full Board has determined has a conflict of interest on any compliance or enforcement matter brought before the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional termsnot vote on such matter and shall recuse himself or herself from all Board deliberations concerning such matter. (3i) The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) The members of the Board, other than the members serving ex-officio, the members appointed by the host country, Republic of Korea, and WHO, and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) The term of office and the selection of the members appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) There will be determined by the Governmentno alternates or proxies for directors. (6) The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.

Composition of the Board. (1) . The Board shall consist of not less than nine nor more than twenty-two members, selected as follows: (i) up Up to ten members-at-large elected by the Board. Regard shall be paid especially to proposed members’ ' professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are located; (ii) two members appointed by the host country, Republic of Korea; (iii) one member two members appointed by WHO; (iv) up to five members appointed elected by the Board upon recommendation of governments of the Parties to this Agreement. The Board shall establish appropriate procedures for appointing members from the governments of the Parties to this Agreement;; (v) one member elected by the Board upon recommendation of UNDP; (vi) the Executive Secretary of the GAVI, or his representative, as a member ex-officio; and (vii) the Director of the Institute as a member ex-ex officio. (2) . Members-at-large shall be appointed for terms of no more than three years as determined by the Board in advance of the appointment. In the case of vacancy of members-at-large by reason of their retirement, death, incapacity, or any other cause, the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s 's term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional terms. (3) . The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) . The members of the Board, Board other than the members serving ex-officio, officio and the members appointed by the host country, Republic of Korea, country and WHO, WHO and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) . The term of office and the selection of the members member appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) country will be determined by the Government. (6) . The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.

Composition of the Board. (‌ 1) . The Board shall consist of not less than nine members, selected as follows: (i) up to ten members-at-large elected by the Board. Regard shall be paid especially to proposed members’ professional experience and qualifications, to appropriate geographical distribution, to agencies and countries which have concern for and provide substantial support to the Institute, or to countries where major facilities are located; (ii) two members appointed by the host country, Republic of Korea; (iii) one member appointed by WHO; (iv) members appointed by the Board upon recommendation of governments of the Parties to this Agreement. The Board shall establish appropriate procedures for appointing members from the governments of the Parties to this Agreement; (v) the Director of the Institute as a member ex-officio. (2) . Members-at-large shall be appointed for terms of no more than three years as determined by the Board in advance of the appointment. In the case of vacancy of members-at-large by reason of their retirement, death, incapacity, or any other cause, the Board shall fill the vacancy in the same manner as the original appointment. A new member appointed to replace a member during the latter’s term, may be appointed for the remaining term of the member being replaced. He/she is eligible to serve two additional terms. (3) . The members of the Board are eligible for reappointment to a second term, but shall not serve more than two successive terms, except that the member elected as a Chairperson, a Vice- Chairperson, a Secretary, or a Treasurer may have his/her term extended by the Board in order to coincide with his/her appointment as Chairperson, a Vice-Chairperson, a Secretary, or a Treasurer, as the case may be. (4) . The members of the Board, other than the members serving ex-officio, the members appointed by the host country, Republic of Korea, and WHO, and the members elected upon recommendation of governments, shall serve in a personal capacity and are not considered, nor do they act, as official representatives of governments or organizations. (5) . The term of office and the selection of the members appointed by the Government of the host country, Republic of Korea (hereinafter referred to as the “Government”) will be determined by the Government. (6) . The members of the Board elected upon recommendation of governments shall serve for a term of three years and be eligible for reelection.