Director’s Obligations. Art. 7. Director will be bound to perform the following main duties, together with the other members of the Board of Directors:
7.1. to accept and modify, as the case may me, the governing plan drafted together with the directors/director general, such plan will include the governing component and the management component drafted by directors in compliance with the law;
7.2. to convene, through the diligence of chairman of the Board of Directors, within 5 days from approving the governing plan, the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulted from the governing plan.
7.3. to negotiate the financial and non-financial performance indicators substantiated in the governing plan and the statement of expectation, within 45 days from their submission to the public supervisory body. If at the end of this term the negotiation is not completed, the term may be extended only once by maximum 30 days upon the request of either party.
7.4. to set the main business directions and to approve the Company’s development strategy;
7.5. to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force;
7.6. to establish accounting policies and financial control system and to approve the financial planning, as the case may be;
7.7. to assign the Company’s management to one or more managers, appointing one of them as Director General, to select, appoint and revoke the managers and the Director General and to establish their remuneration subject to the recommendation made by the Nomination and Remuneration Committee;
7.8. to evaluate quarterly the activity of the director general with respect to the performance of the contract of mandate as well as to the compliance and fulfilment of the management component included in the governing plan;
7.9. to approve the terms of reference of the Board of Directors;
0.00. xx establish the duties assigned to the Company’s executive management, namely to the director general and to other managers who have managerial duties in order to perform Company’s operations;
7.11. to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the director general or the managers have no assigned competence;
7.12. to elaborate an annual report on the activity of the Company, in compliance with Art. 56 of GEO No. 109/2011;
7.13. to convene/or to approve, as the case may be, the convening of ...
Director’s Obligations. The Director shall promptly advise the Corporation in writing of the institution of any Action which is or may be subject to this Agreement and keep the Corporation generally informed of and consult with the Corporation with respect to, the status and defense of any such Action.
Director’s Obligations a. Director will not sell, assign, convey, pledge or otherwise transfer any Compensation to any person other than the Funds without the Funds' prior written consent. At the request of the Funds and for the account of the Funds, Director will enforce any of his rights under any Award or under any agreement evidencing Compensation or Director's right thereto. Without the Funds' prior written consent, Director will not terminate, modify, amend, renew or waive any right under any Award or any agreement evidencing Compensation or Director's right thereto.
b. Without limiting the foregoing, Director will promptly take any lawful action, including without limitation, the exercise or conversion of any Award and the sale of the securities or other property underlying such Award as the Funds may from time to time request with respect to any Compensation. Director will deliver the proceeds of any such exercise, conversion, sale or other action as directed by the Funds.
c. Director will vote or cause to be voted all shares of common stock of Bluegreen he receives as Compensation (or that constitute proceeds of any Compensation) and holds for the benefit of the Funds pursuant to this Agreement as directed by the Funds.
d. To the extent permitted by applicable law, Director will deduct as an ordinary and necessary business expense (or as is otherwise appropriate) on his federal, state and local income tax returns an amount equal to the Compensation delivered to the Funds pursuant to this Agreement.
Director’s Obligations. 5.3.1 The Director, along with the other members of the Board of Directors, has the following main obligations:
a) to develop and approve, within 30 days from the date of its appointment, the management component of the management plan, in order to achieve the financial and non-financial performance indicators;
b) within 5 days from the approval of the management plan, to convene the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulting from the management plan;
c) to negotiate the financial and non-financial performance indicators based on the management plan and the letter of expectations within 45 days from the date of their notification to the tutelary public authority; if at the end of this period the negotiation is not completed, the period may be extended once by maximum of 30 days, at the request of either Party. In case of failure of the negotiation of the two rounds, the Director with the other members are revoked, without being entitled to the payment of liquidated damages.
d) within 90 days from the date of appointment, with the other members of the Board of Directors, it adopts a code of ethics, which is published by the Chairman of the Board of Directors on the Company's website and is reviewed annually, if applicable, with the approval of the internal auditor, and is republished on May 31 of the current year;
e) to establish the main directions of activity and development of the Company;
f) to establish the accounting policies and the financial control system, and the approval of the financial planning;
g) to delegate the management of the Company to one or several managers selected according to the provisions of OUG No. 109/2011, appointing one of them as Chief Executive Officer, to revoke the managers and the Chief Executive Officer, and to set the remuneration thereof upon the recommendation of the nomination and remuneration committee; the managers and the Chief Executive Officer may be appointed from among the directors becoming executive directors or from outside the Board of Directors;
h) to supervise and assess the activity of the Chief Executive Officer and the managers with Contract of Mandate, both in terms of the performance of the Contract of Mandate and as regards the compliance with and the accomplishment of the management component of the management plan;
i) to elaborate the annual report, the organization of the General Meeting of Shareholders and ...
Director’s Obligations. Art. 7. Director will be bound to perform the following main obligations, together with the other members of the Board of Directors:
7.1. to set activity and development guide/directions for the Company;
7.2. to establish the Nomination and Remuneration Committee and the Audit Committee, according to the law in force;
7.3. to establish accounting policies and financial control system and to approve the financial planning;
7.4. to assign the Company management to one or more managers, appointing one of them as Director General, to revoke the managers and the Director General and to establish their remuneration subject to recommendation of the Nomination and Remuneration Committee; the managers and the Director General can be selected from the Directors who will become managers, or from outside the Board of Directors;
7.5. to assess the activity of the Director General related both to the Contract of Mandate as well as to the compliance with and fulfilment of the management plan;
7.6. to approve the Rules of Organisation and Operation of the Board of Directors;
7.7. to establish the competencies assigned to the Company’s managers manager, namely the competencies of the Director General and of other managers who have managerial competencies in the meaning of Law 31/1990, in order to perform Company’s operations;
7.8. to approve conclusion of any contracts, within the scope of the Articles of Incorporation, for which the competencies have not been assigned to the Director General or the managers;
7.9. to elaborate an annual report on the activity of the Company, in compliance with the provisions of Art. 56 of GEO No. 109/2011, as amended and supplemented;
7.10. to convene/or to approve the convening, as the case may be, of the General Meeting of Shareholders, to participate in the meetings of the General Meeting of Shareholders and to implement the resolutions of the General Meeting of Shareholders, to notify all shareholders on all acts or events that could have a significant impact on company’s position.
7.11. to submit annually to the Company General Meeting of Shareholders, within the term provided by the applicable law, the report on the Company’s activity, balance sheet, profit and loss account of the respective year, to make recommendations on the allocation of profit and to approve the income and expenditure budget for the current year;
7.12. to approve the management plan of the management (Director General and managers), to perform quarterly monitori...
Director’s Obligations. Following the receipt of Protected Information obtained by Director from the Company or another source, the Director shall (a) not disclose Protected Information, directly or indirectly, to any third person without the express written consent of the Company, (b) hold and maintain Protected Information in trust and confidence for the benefit of the Company, (c) not copy, transmit, reproduce, summarize, quote or make any commercial or other use of any Protected Information, except for the benefit of the Company, (d) disclose Protected Information to its employees only on a need to know basis, and (e) inform all persons having access to Protected Information of the confidential nature thereof and of the Director's obligations hereunder, and shall take reasonable security precautions and such other actions as may be necessary to insure that there is no use or disclosure of Protected Information in violation of this Agreement. All confidential and non-use obligations contained in this Section 2 shall expire only at such time as the relevant Protected Information ceases to be Protected Information through no fault of Director.
Director’s Obligations. The parties agree and acknowledge in respect of each of the New Directors that the New Directors shall be governed by the same statutory and Company obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure policies and other governance guidelines as are currently applicable to all directors of the Board, which shall include the New Directors (or their alternates) not accepting any compensation from any Shareholder.
Director’s Obligations. The Director shall promptly notify PBG in writing of the institution of any Action which may be the subject of this Agreement and shall keep PBG generally informed of any such Action. Notices to PBG shall be directed to The Pepsi Bottling Group, Inc., 1 Xxxxx Xxx, Xxxxxx, Xxx York 10589, Attention: Secretary (or to such other address as PBG may notify the Director in writing). Notice shall be deemed received three business days after the date postmarked and shall be sent by certified or registered mail, properly addressed. In addition, the Director shall give PBG such information and cooperation as PBG shall reasonably require and as shall be in the Director’s power.
Director’s Obligations. 4.1 The Director will carry out his/her mandate with the prudence and diligence of a good director, namely he/she will make sure that, when making a business decision/ he/she is reasonable entitled to believe that he/she acts in the Company’s interest and based on adequare information. A business decision is any decision to take or not to take certain measures related to the Company’s management.
4.2 The Director has an obligation of diligence and loyalty towards the Company. These duties will be performed in the interest of the Company’s shareholders.
4.3 The Director must keep the confidentiality of all confidential information in connection to the Company’s business and operations during his/her entire term of office, as well as for a period of 3 (three) years from its termination, irrespective of the reason.
4.4 The Director will carry out the position-specific duties, complying with the following obligations:
a. will attend all general meetings of the Company’s shareholders, the meetings of the Board of Directors and the meetings of similar management bodies;
b. at the first meeting of the Board of Directors after the start of his/her mandate, will inform the members of the Board of Directors regarding the positions held in other companies in Romania and abroad and will promptly notify the members of the Board of Directors regarding any changes to the status presented at the first meeting, namely when accepting new positions, extending or terminating the current ones;
c. will allocate enough time to carry out the mandate;
d. in case of a conflict of interests, whether direct or indirect, between the Director’s private interests or those of his/her spouse, relatives or in-laws up to the 4th degree inclusively and his/her duties as the Company’s Director, the Director must notify the Board of Directors and internal auditors accordingly and refrain from any discussions and vote in connection to the respective case;
e. will promptly notify the Company’s Board of Directors, internal auditors and financial auditor regarding the irregularities he/she finds or are communicated to him/her with respect to the Company;
f. will keep the confidentiality of all confidential information, including the Company’s business secrets, according to the terms of Art. 6 below;
g. will not act in a way that could damage or threaten the interests of the Company or its shareholders.
Director’s Obligations. The Director shall promptly notify PepsiCo in writing of the institution of any Action which may be the subject of this Agreement and shall keep PepsiCo generally informed of any such Action. Notices to PepsiCo shall be directed to PepsiCo, Inc., 000 Xxxxxxxx Xxxx Road, Purchase, New York 10577, Attention: Secretary (or to such other address as PepsiCo may notify the Director in writing). Notice shall be deemed received three business days after the date postmarked and shall be sent by certified or registered mail, properly addressed. In addition, the Director shall give PepsiCo such information and cooperation as PepsiCo shall reasonably require and as shall be in the Director’s power.
