CORPORATE GOVERNANCE MEASURES Sample Clauses

CORPORATE GOVERNANCE MEASURES. Our Directors recognize the importance of good corporate governance to protect the interest of our minority Shareholders. We will adopt the following corporate governance measures to manage potential conflict of interests between our Group and the Controlling Shareholders:
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CORPORATE GOVERNANCE MEASURES. Our Company will comply with the provisions of the Corporate Governance Code in Appendix 14 to the Listing Rules, which sets out principles of good corporate governance.
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CORPORATE GOVERNANCE MEASURES. To guarantee and procure the Controlling Shareholders and their subsidiaries to comply with the Non-competition Agreement and the Supplemental Agreement to the Non-competition Agreement, the Company will continue to implement the following measures: (1) the independent non-executive Directors shall be responsible for, after taking into account the compatibility of the geographical characteristics and the business nature of the New Business opportunity(ies)/businesses and the Group’s strategies and prospects, reviewing and determining whether to accept such New Business opportunity(ies) provided by the Controlling Shareholders or their subsidiaries, and whether to exercise the business acquisition option or the right of first refusal (as the case may be). Upon receiving any notice on New Business opportunity(ies) or the transfer notice issued by the Controlling Shareholders or their subsidiaries, the same shall be immediately reported to the independent non-executive Directors; (2) announcement(s) will be made by the Company on its decision to accept or refuse any New Business opportunity(ies) and the basis thereof, and sufficient disclosure will be made in the Company’s annual reports. The Company will also comply with applicable requirements under the Listing Rules while exercising the business acquisition option and right of first refusal under the Non-competition Agreement (including the Supplemental Agreement to the Non-competition Agreement); (3) any Directors and/or any of their respective close associates with a material interest in any matter to be considered by the Board regarding compliance or implementation of the Non-competition Agreement (including the Supplemental Agreement to the Non-competition Agreement) shall not vote in respect of relevant Board resolution(s) approving such matter, and shall not be counted in the quorum of the relevant meeting; and (4) the Company will pay close attention to the implementation of undertakings given by the Controlling Shareholders under the section headed “Further undertakings of the Controlling Shareholders”, and request relevant information from the Controlling Shareholders depending on the actual needs of the Company.
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CORPORATE GOVERNANCE MEASURES. A. Board (a) constitute the Board as follows: (i) Two (2) members will be nominees of the Xxxxx Group, who must be independent under NASDAQ rules and cannot be Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, or Xxxxxxxxx Xxxxxx. The initial members so nominated will be Xxxxx Xxxxx and Xxxxx Xxxx. (ii) Four (4) members will be nominees of the Save Scio Group, three of whom must be independent under NASDAQ rules and may include Xxxxxxx X. XxXxxxxx but cannot be Xxxxxxxxxx Xxxx, Xxxx Xxxxxxx, or any other current or former Scio stockholder who has been a party to litigation against any member of the Xxxxx Group. The initial members so nominated will be Xxxxxxx X. XxXxxxxx, Xxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxxxxxx. (iii) One (1) member will be the Chief Executive Officer (“CEO”) of Scio ex officio, as elected by a majority of the four Board members nominated by the Save Scio Group pursuant to the foregoing subsection. (b) vote their equity securities in Scio for the election of the directors nominated pursuant to Section 4(A)(a); (c) not engage in any efforts to oppose the election of any candidate proposed by any other Party; and (d) take all actions necessary or appropriate, and recommend that stockholders vote their shares of stock, in accordance with the terms of this Agreement.
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CORPORATE GOVERNANCE MEASURES. Each of our Controlling Shareholders has confirmed that he/it fully comprehends his/its obligations to act as our Shareholders’ best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:
Sample 1
CORPORATE GOVERNANCE MEASURES. Our Company will comply with the provisions of the Corporate Governance Code which sets out principles of good corporate governance in relation to, among other matters, directors, the chairman, chief executive officer, board composition, the appointment, re-election and removal of directors, their responsibilities and communications with shareholders, details of which are set out in “Directors and Senior Management – Corporate Governance – Corporate Governance Code” in this Document. Our Directors recognise the importance of good corporate governance in protecting our Shareholders’ interests. We have adopted the following measures to ensure good corporate governance standards and to avoid potential conflicts of interest between our Group and our Management Shareholders:
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CORPORATE GOVERNANCE MEASURES. The Successor Company and its Directors are committed to upholding and implementing the highest standards of corporate governance and recognize the importance of protecting the rights and interests of all Successor Company Shareholders, including the rights and interests of the minority Successor Company Shareholders of the Successor Company. In light of this, the Successor Company has established a Corporate Governance Committee which has adopted terms of reference consistent with Code Provision D.3.1 of Appendix 14 to, and Rule 8A.30 of, the Listing Rules. The members of the Corporate Governance Committee are independent non-executive Directors. The primary duties of the Corporate Governance Committee are to ensure that the Successor Company is operated and managed for the benefit of all Successor Company Shareholders and to ensure the Successor Company’s compliance with the Listing Rules and safeguards relating to the WVR structure of the Successor Company. Under the Successor Company Articles, Successor Company Shareholders, including holders of Successor Company Class A Shares, holding not less than one-tenth of the paid-up capital of the Successor Company that carries the right of voting at general meetings (on a one share one vote basis) are entitled to convene an extraordinary general meeting of the Successor Company and add resolutions to the meeting agenda. In addition, pursuant to the Successor Company Shareholder communication policy to be adopted by the Successor Company upon Closing, Shareholders are encouraged to put governance related matters to the Directors of the Successor Company and to the Successor Company directly in writing. The Successor Group has adopted the following measures to ensure good corporate governance standards and to avoid potential conflicts of interest between the Successor Group and the Controlling Shareholders:
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CORPORATE GOVERNANCE MEASURES 
Sample 1

Related to CORPORATE GOVERNANCE MEASURES

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

  • 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.

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