Executive Chairman’s functions and powers Sample Clauses

Executive Chairman’s functions and powers. The Executive Chairman shall be the chairman of the Board and also the chief executive officer of the Group. The Executive Chairman shall be the top executive and the ultimate representative of the Group, being responsible for the effective management of its business in the ordinary course, playing a key role in the development of the Group’s strategy and leading the Board. For these purposes, pursuant to the Executive Chairman PoA, the Board shall confer on the Executive Chairman all of the powers necessary to discharge the office of chief executive officer of the Group on a several basis (solidariamente), as well as the consequent powers in respect of the other Group companies in order to be able to assume the common management objectives. The Executive Chairman shall manage and shall have full initiative to carry out the business in the ordinary course, including any day-to-day operational matters and policies, within the scope of the Executive Chairman PoA. The Board may veto any such decision without prejudice to the Executive Chairman being able to terminate his Executive Services Agreement for Good Reason (as defined in his Executive Services Agreement) to the extent so permitted by the Executive Services Agreement. Without prejudice to any proposal made by the Executive Chairman, the decisions relating to matters falling outside the ordinary course of business and/or outside the scope of the Executive Chairman PoA, including general corporate policies reserved for the Board in accordance with the Board Regulations and/or in the Executive Chairman PoA, shall correspond to the Board, without prejudice to the Executive Chairman being able to terminate his Executive Services Agreement for Good Reason (as defined in his Executive Services Agreement) in the event that the Board decides against the opinion of the Executive Chairman, to the extent so permitted by the Executive Services Agreement. For the avoidance of doubt, the Board shall also be able to make or amend proposals in relation to any such matters. Accordingly, in discharging his office, the Executive Chairman shall perform his functions autonomously and with full accountability, limited only by (i) the resolutions that the Board may validly adopt from time to time in respect of one or more of the Board Reserved Matters or in respect of any other matter reserved to the Board in this Agreement; (ii) the instructions and guidelines validly issued by the Board in accordance with the provisions of...
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