Composition of the Supervisory Board. 1. The Company has a Supervisory Board comprising a maximum of ten members selected exclusively among shareholders who are neither General nor Managing Partners, as well as one or two members representing employees, appointed in accordance with the terms and conditions set out in article 12.6 below.
2. The members of the Supervisory Board are appointed or dismissed by the shareholders in an Ordinary General Meeting. Shareholders who are also General Partners are not entitled to vote on the corresponding resolutions.
3. The term of office of members of the Supervisory Board may not exceed four years. It terminates at the close of the Annual General Meeting called to approve the financial statements for the preceding year and held during the year in which the term of the member expires. Members of the Supervisory Board may be re-appointed. No more than a third of the members of the Supervisory Board in office may be over seventy-five years old. If this proportion is exceeded, the oldest member is automatically deemed to have resigned.
4. Members of the Supervisory Board must each own at least one hundred and fifty shares of the Company and have three months from the date of their appointment in which to acquire such shares, if not already in their possession at the time of their appointment. Any member who ceases to own the required number of shares during their term of office will automatically be deemed to have resigned if this situation is not remedied within three months.
5. In the event of a vacancy following death, resignation or for any other reason, the Board may, with prior consent from the Managing Partners, appoint one or more replacement members on a provisional basis. The Board must make the appointment within fifteen days following the vacancy if the number of its members falls below three. Provisional appointments are confirmed at the next General Meeting of shareholders. The replacement member’s term of office is for the period remaining until the end of the predecessor's term of office. If a provisional appointment is not confirmed at the General Meeting, the Supervisory Board's decisions nonetheless remain valid.
6. When the provisions of article L. 225-79-2 of the French Commercial Code apply to the Company, the Supervisory Board also includes one or two members representing Group employees. The Supervisory Board will have two employee representative members when the number of the other Board members as referred to in article 12.1 above ex...
Composition of the Supervisory Board. (a) The Sugar and Ethanol Co shall have a supervisory board (Conselho de Administração) (the “Supervisory Board”).
(b) Subject to Section 5.01(d), Section 5.01(e), Section 7.06, Section 7.07 and Section 9.04, the Supervisory Board shall have six voting members, comprising:
(i) three Qualifying Persons designated by Cosan in its sole discretion; provided that one of such three shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) or no longer willing to serve as a member of the Supervisory Board; and
(ii) three Qualifying Persons designated by Shell in its sole discretion, who shall each serve, subject to Sections 5.04 and 5.05, for a term of three years.
(c) Subject to applicable law, there shall be no restriction on Cosan or Shell re-designating any then existing member of the Supervisory Board for any subsequent term of office.
(d) The Parties hereto agree as follows:
(i) If Shell fails to pay to the Sugar and Ethanol Co in full each of its capital subscription contribution obligations (together with accrued interest as specified in the Framework Agreement) existing on the Closing Date pursuant to the relevant Boletim de Subscrição within 30 days of receipt of written notice from Cosan of a failure to make payment at the relevant time that such amount is due thereunder, then interest shall accrue at the Default Interest Rate from the date of such receipt until payment is made and Shell will only be entitled to: (1) vote the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to those matters set forth in Part 2 of Annex B (and Cosan shall otherwise be entitled to vote all of the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to all other matters); and (2) have its remaining nominees on the Supervisory Board vote on those matters set forth in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever). The Chairperson of the relevant Shareholders’ Meeting shall refrain from counting any vote exercised in violation of this Section 5.01(d). Further, in such event, Section 5.01(e) shall apply. During the period from the date that any amount is owing by Shell in respect of any capital subscription contribution obligation to the date such amount (together with any accrued interest) is settled in full, any regular dividends due to Shell shall be set-off against amounts owing by Shell pursuant t...
Composition of the Supervisory Board. 5.1.1 As of the date of this Agreement, the Supervisory Board will consist of three (3) up to five (5) members (the "Supervisory Board Members"). Supervisory Board Members shall qualify as 'independent' within the meaning of the Dutch Corporate Governance Code and article 2:270 BW.
5.1.2 The Shareholders shall discuss in good faith who will be recommended for appointment as Supervisory Board Members by the General Meeting based on a nomination by the Supervisory Board. The Supervisory Board Members shall be appointed, suspended and dismissed in accordance with the Articles of Association and the Law.
Composition of the Supervisory Board. 6.2.1 The Parties shall use, and the Company shall cause the Boards and all respective members thereof individually to use, their respective reasonable best efforts to ensure that until the later to occur of (A) the earliest of (i) such time after the Settlement Date as the Buyer and its Affiliates, in the aggregate, directly or indirectly own one hundred percent (100%) of the issued and outstanding Company Shares, (ii) the date on which the Buyer or any of its Affiliates commences a statutory squeeze-out procedure (uitkoopprocedure) in accordance with Section 2:92a or 2:201a of the DCC or the takeover buy-out procedure in accordance with Section 2:359c of the DCC, and (iii) the date on which the Share Transfer or the Asset Sale completes, and (B) the expiry of the Non-Financial Covenants Period (the latest such date, the "Completion Date"), the Company will have as per Settlement a Supervisory Board composed as follows, including through their respective resignations from any relevant board, their vote in favour of any (proposal for the) required amendment of the Company Articles or any other constitutional document, their (vote in favour of any) nomination or appointment of any Person to any relevant board, their (vote in favour of any) resignation of any Person from any relevant board and their nomination for the appointment of any Person to any relevant board:
Composition of the Supervisory Board. During the Initial Period, the Supervisory Board shall consist of nine Directors. After the Initial Period, the Supervisory Board shall consist of such number of Directors being not less than seven Directors and not more than thirteen Directors, as the Supervisory Board from time to time determines, subject to approval by a resolution of the Company passed by the Members representing a simple majority of the total voting rights of the Members, who (being entitled to do so) vote in person or by proxy on the resolution at a general meeting.
Composition of the Supervisory Board. (a) The Supervisory Board shall be comprised of nine (9) members which may be legal Entities or private individuals, appointed for an undetermined term and composed of three (3) Class 1A members (the "Class 1A Members"), three (3) Class 1B members (the "Class 1B Members"), two (2) Class 1C members (the "Class 1C Members") and one (1) Class 1D member (the "Class 1D Member"), designated as follows in accordance with Section 4.2:
(i) the three (3) Class 1A Members shall be designated by the Xxxxxx Parties in their capacity as holders of the Class 1A Shares;
(ii) the three (3) Class 1B Members shall be designated by the Financial Investors in their capacity as holders of the Class 1B Shares;
(iii) the two (2) Class 1C Members shall be designated by the Xxxxx Parties in their capacity as holder of the Class 1C Shares; and
(iv) the Class 1D Member shall be designated by the Gras Parties in their capacity as holders of the Class 1D Shares.
(b) The President may be appointed as a Supervisory Board Member.
(c) The Supervisory Board Members shall designate among themselves by a simple majority their chairman who shall be a private individual and shall remain in office during his term as Supervisory Board Member. In the event that the President is appointed as a Supervisory Board Member, he shall automatically be designated as chairman of the Supervisory Board.
(d) The Supervisory Board Members may not receive any compensation in consideration for their duties within the Company but shall be entitled to reimbursement of all reasonable expenses incurred in connection therewith.
(e) The Supervisory Board may designate upon a simple majority vote an unlimited number of observers which may attend any meeting of the Supervisory Board without voting rights (the "Observers"). The Observers shall be entitled to receive the same information from the President or the Executive Committee as the Supervisory Board Members and shall be subject to the same confidentiality duties as the Supervisory Board Members.
(f) Unless otherwise agreed by all the Supervisory Board Members, the Supervisory Board shall meet at least ten (10) times a year and may be convened either by the President or any Supervisory Board Member, by all means, including by fax or email, by notice sent preferably ten (10) Business Days and at least six (6) Business Days prior to such meeting such notice to include the agenda proposed for such meeting. Meetings may be held by videoconference or conference call in a...
Composition of the Supervisory Board a) The Supervisory Board shall oversee the Board of Directors’ performance as well as the conduct of the business activities of the Company. The Supervisory Board shall consist of nine (9) members, six (6) of which shall be elected and removed by the General Meeting. The term of office of Supervisory Board members shall be four (4) years. In accordance with the Articles of Association,
(i) a meeting of the Supervisory Board shall be quorate if a simple majority of members are present, and (ii) the Supervisory Board shall pass resolutions at its meetings by a simple majority of votes of all members, except for resolutions of the Supervisory Board on certain specific matters that, under the Articles of Association or relevant law at the relevant time, require a higher majority of votes.
b) Each Member of the Supervisory Board elected by the General Meeting must satisfy the following qualifications:
(i) the general requirements imposed on a member of a supervisory board of a Slovak company under Slovak law; and
(ii) appropriate educational background, as well as expert professional or managerial skills.
c) E.ON shall be authorized to nominate one person for election to the Supervisory Board. The Ministry shall be authorized to nominate five (5) persons for election to the Supervisory Board. Each Voting Party shall notify the other Voting Parties in writing of the persons which it nominates at least ten (10) Business Days prior to the date on which the first invitation to the relevant General Meeting must be sent to shareholders of the Company in accordance with the Articles of Association or applicable law.
Composition of the Supervisory Board. Appointment of its members
Composition of the Supervisory Board. The Parties acknowledge and agree that at the Settlement Date and subject to regulatory approval, the Supervisory Board will initially continue to comprise up to seven persons: four persons who are at the date of this Merger Protocol a member of the Supervisory Board and who are considered independent from the Offeror within the meaning of the Dutch Corporate Governance Code as of the Settlement Date (the "Designated Independent Non-Executives"), and up to three persons to be designated by the Offeror for nomination by the Supervisory Board to the general meeting of shareholders as members of the Supervisory Board who are non-independent from the Offeror ("Designated Investor Non-Executives") and whose appointment is to take effect as of the Settlement Date or, in the case of any nominee who has not yet been designated by the Offeror upon convocation of the Company's Shareholders' Meeting, as soon as possible thereafter. The Parties acknowledge and agree that the persons to be designated by the Offeror must meet the suitability and integrity standards as set out in articles 3:8 and 3:9 WFT and that the persons the Offeror will initially designate for appointment shall include X. Xxxxx and N. El Gabbani. Xx X.X. Xxxxxxx, Xx. X. Christner and Mr. X.X. Xxxxxxx will resign as members of the Supervisory Board as of the Settlement Date. In the event that a Designated Investor Non-Executive is nominated by the Offeror at any time after the convocation of the Company Shareholders' Meeting, the Company shall at the first written request of the Offeror convoke another extraordinary general meeting to be held after Settlement and the Company shall include the appointment of such person as member of the Supervisory Board on the agenda and take all other action required to effect the appointment of such person as member of the Supervisory Board. The Parties currently expect the Designated Independent Non-Executives to remain in function for a period of at least 12 months after the Settlement Date. In the event that a Designated Independent Non-Executive resigns, such Supervisory Board member will be replaced with a new Supervisory Board member who shall be considered independent from the Offeror and who shall for purposes of this Merger Protocol qualify as a Designated Independent Non-Executive. Likewise in case a Designated Investor Non-Executive ceases to be a member of the Supervisory Board, such Supervisory Board member will be replaced with a new Designated Inves...
Composition of the Supervisory Board. The Company shall have a Supervisory Board composed of 12 (twelve) members each Supervisory Director having a term in office of 3 (three) years, re-election being permitted. Subject to the provisions of Sections 2.6 and 6 hereto, each of the TEF Group and the PT Group shall have the right to make binding nominations to appoint 6 (six) Supervisory Directors.
