Executive’s Duties. The Executive shall, during the continuance of her employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof; (d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require; (e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 3 contracts
Samples: Service Agreement (Man Sang International (B.V.I.) LTD), Service Agreement (Man Sang Holdings Inc), Service Agreement (Man Sang Holdings Inc)
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;; 5
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 3 contracts
Samples: Service Agreement (Man Sang Holdings Inc), Service Agreement (Man Sang Holdings Inc), Service Agreement (Man Sang Holdings Inc)
Executive’s Duties. 3.1 The Executive shallmust use his best endeavours to promote and protect the interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board.
3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement.
3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require.
3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the continuance duties of her employment hereunderthe Appointment and such additional time as is necessary for the proper fulfilment of those duties.
3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to holder or vested in her by the Board beneficial owner (including (without further remuneration unless otherwise agreedfor investment purposes only) serving on the board of directors, or in any other office, of any member(sclass of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;securities of that class; or
(b) comply with and conform the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any lawful instructions terms which the Company requires.
3.6 The Executive must not resign as a director of the Company, except at the request or directions from time to time given or made by the Board, or with the authority direction of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 3 contracts
Samples: Service Agreement, Service Agreement (Cyclacel Group PLC), Service Agreement (Cyclacel Group PLC)
Executive’s Duties. The Executive shall, during the continuance of her employment his engagement hereunder:
(a) serve the Company as an executive a director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (including, without further remuneration unless otherwise agreed) , serving on the board of directors, or in any other office, of any member(s) of the Group and the Group’s holding companies, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of i) incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may requirerequire and ii) prior approval having been obtained from the Company in respect of his engagement in any personal business not competing with any of the Group’s business and which he shall have furnished to the Company such information relating to the said business as the Company may require to be informed of from time to time;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, but not limited to the Rules Governing the Listing of Securities on The Stock NYSE Amex and US Securities and Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein Commission and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 2 contracts
Samples: Service Agreement (CHINA METRO-RURAL HOLDINGS LTD), Service Agreement (CHINA METRO-RURAL HOLDINGS LTD)
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 2 contracts
Samples: Service Agreement (Man Sang International (B.V.I.) LTD), Service Agreement (Man Sang Holdings Inc)
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 2 contracts
Samples: Service Agreement (Man Sang Holdings Inc), Service Agreement (Man Sang International (B.V.I.) LTD)
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and himself diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may requireGroup;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(gf) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The Executive shall3.1 Subject to clause 3.2 of this agreement, during the continuance period of her employment hereunderthis agreement the Executive shall:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to unless prevented by ill-health or vested in her accident or otherwise directed by the Board Board, devote the whole of his time during normal business hours to his duties under this agreement and such additional time as is necessary for the proper fulfilment of those duties;
(including (without further remuneration unless otherwise agreedb) serving on the board of directors, or in any other office, of any member(s) of the Group, diligently exercise such powers and perform such duties as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform be assigned to any lawful instructions or directions from time to time given or made him by the Board, Company together with such person or persons as the Company may appoint to act jointly with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in forcehim;
(c) faithfully comply with all reasonable and diligently serve lawful directions given to him by the Group and use her best endeavours to promote the business and interests thereofCompany;
(d) devote herself exclusively and diligently promptly make such reports to the business President and interests Chief Executive Officer of the Group and personally attend thereto at all times during usual business hours and during such other times as in connection with the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary affairs of the Company of or Group on such incapacity matters and shall furnish to the Board at such evidence thereof times as it may requireare reasonably required;
(e) keep the Board promptly report his own wrongdoing and fully informed (in writing if so requested) any wrongdoing or proposed wrongdoing of her conduct any other employee or director of the business Company or affairs the Group to the President and Chief Executive Officer or General Counsel of the Group and provide such explanations as the Board may require in connection therewithimmediately on becoming aware of it;
(f) carry out her duties use his best endeavours to promote, protect, develop and exercise her powers jointly with any other director or executive of any member extend the business of the Company and Group;
(g) consent to the Company and Group as shall from time to time be appointed by monitoring and recording any use that he makes of the Board to act jointly Company's electronic communications systems for the purpose of ensuring that the Group's rules are being complied with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreementfor legitimate business purposes; and
(gh) comply with any electronic communication systems policy that the relevant requirements Company or Group may issue from time to time.
3.2 The Company is aware that the Executive will be required to complete certain consultancy arrangements which exist as of the date of this agreement and agrees to reasonably facilitate the Executive’s completion of such pre-existing consultancy arrangements by 31 December 2012.
3.3 The Company acknowledges that the Executive has endeavours and interests outside the scope of his employment with the Company and the Group. The Company agrees that the Executive may continue to pursue such endeavours so long as the same do not interfere with the Executive’s performance of his job duties and responsibilities and so long as the same do not compete with the Group.
3.4 The Company may suspend all applicable lawsor any of the Executive's duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company's premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group's agents, regulationsemployees, codes customers, clients, distributors and suppliers. During any period of practice and rules (including Securities and Futures Ordinancesuspension, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Executive's employment will continue and the Model Code Executive will continue to be bound by his obligations under this agreement and his general duties of fidelity and of good faith.
3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except:
(a) as holder or beneficial owner (for Securities Transactions by Directors investment purposes only) of Listed Companies set out any class of securities in Appendix 10 therein a company if those securities are listed or dealt in on a Recognised Investment Exchange and the rules Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 5% of any other stock exchange, market or dealing system on which the securities of any member that class; or
(b) with the consent in writing of the Chief Executive Officer of the Group, the Executive may serve as a director of outside boards or advisory positions.
3.6 This agreement does not include a right to be a director or other officer of any Group Company. However, if the Executive is traded and a director or other officer of a Group Company, he must not resign as such, except at the applicable laws, regulations, codes request or direction of practice in that jurisdiction)the Chief Executive Officer of the Group.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The Without prejudice to the generality of Section 4.01, the Executive shall, shall during the continuance of her employment hereunder:
Term under this Agreement: (a) serve devote substantially all of his/her time and attention to the interest and affairs of the Company in the discharge of duties as [TITLE] of the Company and, where relevant, as an executive director andofficer/employee of such other members of the Group as are necessary for the proper and efficient administration, in such capacitysupervision, perform management and operation of the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) business of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and conform to any lawful instructions or resolutions, instructions, regulations and directions from time to time passed, made or given or made by the Board, or with Board according to the authority best of the Board, his/her skills and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
ability; (c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of her conduct of the business or affairs of the Group such powers and duties and provide such explanations as the Board may require in connection therewith;
with the business or affairs of the Group; (d) perform such other duties and exercise such other powers which the Board may from time to time properly assign to him/her in his/her capacity as [TITLE] of the Company or in connection with the Business subject to such resolutions, regulations or directions as to the scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by the Executive and all interests in the business which may be competing with the business of the Group from time to time; (f) carry out her duties and exercise act in accordance with his/her powers jointly and obligations as [TITLE] of the Company and use his/her best endeavours to comply with any other director and to cause the Company to comply with (i) every rule or executive of law applicable to any member of the Group Group, whether in British Virgin Islands, Hong Kong, United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as shall issued by the relevant regulatory authorities from time to time be appointed by time, which are binding on or applicable to the Board to act jointly with Group or the Executive Executive; and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with forthwith notify the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules Board upon occurrence of any other stock exchange, market or dealing system on circumstances which the securities of any member may render him/her unsuitable to act as [TITLE] of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)Company.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) including but not limited to:-
i. formulation and she implementation of corporate development strategies;
ii. investors relationships;
iii. mergers and acquisitions and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;hours
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The As CMO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive shallOfficer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, during subsidiaries or affiliate as are consistent with Executive's status as CMO; and (iv) Executive shall devote her full business time, attention and energies as is necessary to competently and diligently fulfill her duties as CMO under this Agreement. During the continuance Term it shall not be a violation of her employment hereunder:
this Agreement for the Executive to (ai) serve on corporate, civic or charitable boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company as an executive director andin accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in such capacity, the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and exercise the powers such other duties as may be assigned from time to time assigned to or vested time, diligently, faithfully and at all times in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) best interests of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply Company. Executive further agrees that during Executive’s employment with the Company’s rules, regulationsExecutive will not engage in discussions with a view toward, policies and procedures from time make application, plans or preparations, to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours form, to promote the business and interests thereof;
(d) devote herself exclusively and diligently establish, to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness set up, or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable lawsbecome employed by, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)a Competitive Business.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her employment hereunder:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. 3.1 The Executive shall, during the continuance of her employment hereunder:
(a) shall serve the Company as Chief Financial Officer and as an executive director andExecutive Director of WPP plc, and/or in such capacityother capacity or capacities, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve within the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case from time to time, but subject always to it being consistent with his status, skills and experience.
3.2 During the Appointment the Executive shall:
(a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board of incapacity through illness WPP plc;
(b) accept any offices or accident in which case she shall forthwith notify directorships as reasonably required by the Secretary Company;
(c) use his best endeavours to promote, protect, develop and extend the business of the Company of such incapacity and shall furnish any Group Company;
(d) comply with all reasonable and lawful directions given to him by the Board such evidence thereof as it may requireof WPP plc;
(e) keep the Board promptly comply with all policies and fully informed (in writing if so requested) of her conduct procedures of the business or affairs Company and/or the Group. The Executive’s attention is drawn, in particular, but without limitation, to the Company’s data protection, anti-bribery and corruption and expenses policies and the WPP Code of the Group and provide such explanations as the Board may require in connection therewithConduct;
(f) carry out her duties and exercise her powers jointly comply with any other director all requirements, recommendations or executive regulations of any member of regulatory authority which is relevant to the Executive’s role and/or to the Company or any relevant Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; andCompany;
(g) promptly make such reports to the Board of WPP plc in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required;
(h) report to the Board of WPP plc his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it;
(i) comply with the relevant requirements articles of association (as amended from time to time) of any Group Company of which he is a director;
(j) abide by all applicable lawsstatutory, regulations, codes fiduciary or common law duties to the Company or any Group Company of practice and rules which he is a director;
(including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited k) do such things as are necessary to ensure compliance by himself and the Model Company or any relevant Group Company with the UK Corporate Governance Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdictionUK Listing Authority (as amended from time to time).;
Appears in 1 contract
Samples: Service Agreement (WPP PLC)
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;; 5
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. 3.1 The Executive shall, during the continuance of her employment hereunder:
(a) shall serve the Company as Chief Executive Officer and as an executive director andExecutive Director of WPP plc, and/or in such capacityother capacity or capacities, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve within the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness from time to time, but subject always to it being consistent with his status, skills and experience.
3.2 During the Appointment the Executive shall:
(a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board;
(b) accept any offices or accident in which case she shall forthwith notify directorships as reasonably required by the Secretary Company;
(c) use his best endeavours to promote, protect, develop and extend the business of the Company of such incapacity and shall furnish any Group Company;
(d) comply with all reasonable and lawful directions given to him by the Board such evidence thereof as it may requireof WPP plc;
(e) keep the Board promptly comply with all policies and fully informed (in writing if so requested) of her conduct procedures of the business or affairs Company and/or the Group. The Executive’s attention is drawn, in particular, but without limitation, to the Company’s data protection, anti-bribery and corruption and expenses policies and the WPP Code of the Group and provide such explanations as the Board may require in connection therewithConduct;
(f) carry out her duties comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive’s role and/or to the Company or any relevant Group Company;
(g) promptly make such reports to the Board in connection with the affairs of the Company or any Group Company on such matters and exercise her powers jointly with at such times as are reasonably required;
(h) report to the Board his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director or executive of any member of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it;
(i) comply with the articles of association (as shall amended from time to time) of any Group Company of which he is a director;
(j) abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which he is a director;
(k) do such things as are necessary to ensure compliance by himself and the Company or any relevant Group Company with the UK Corporate Governance Code of the UK Listing Authority (as amended from time be appointed to time);
(I) comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU), the FCA and all other regulatory authorities relevant to the Company or any Group Company and any code of practice issued by the Board Company (as amended from time to act jointly with time) relating to dealing in the Executive and securities of the Board may at Company or any time require the Executive to cease performing or exercising any of her duties or powers under this AgreementGroup Company; and
(gm) comply with the relevant requirements of all applicable laws, regulations, codes of practice under both legislation and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities regulations on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)insider dealing.
Appears in 1 contract
Samples: Service Agreement (WPP PLC)
Executive’s Duties. 3.1 The Executive shallmust use his best endeavours to promote and protect the interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board.
3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement.
3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require.
3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the continuance duties of her employment hereunderthe Appointment and such additional time as is necessary for the proper fulfilment of those duties.
3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to holder or vested in her by the Board beneficial owner (including (without further remuneration unless otherwise agreedfor investment purposes only) serving on the board of directors, or in any other office, of any member(sclass of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;securities of that class; or
(b) comply with and conform the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any lawful instructions terms which the Company requires.
3.6 The Executive must not resign as a director of the Company except at the request or directions from time to time given or made by the Board, or with the authority direction of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The As COO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive shallOfficer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, during subsidiaries or affiliate as are consistent with Executive's status as COO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as COO under this Agreement. During the continuance Term it shall not be a violation of her employment hereunder:
this Agreement for the Executive to (ai) serve on corporate, civic or charitable boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company as an executive director andin accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in such capacity, the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and exercise the powers such other duties as may be assigned from time to time assigned to or vested time, diligently, faithfully and at all times in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) best interests of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply Company. Executive further agrees that during Executive’s employment with the Company’s rules, regulationsExecutive will not engage in discussions with a view toward, policies and procedures from time make application, plans or preparations, to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours form, to promote the business and interests thereof;
(d) devote herself exclusively and diligently establish, to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness set up, or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable lawsbecome employed by, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)a Competitive Business.
Appears in 1 contract
Executive’s Duties.
3.1 The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including in pursuance of his duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) serving on accept such offices in the board of directors, or in any other office, of any member(s) of the Group, Group as the Board may require) from time to time reasonably require and, without limiting the generality of this Clause, to act as a director of the Company and she of each of its subsidiaries; and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time absolutely determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, Board and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(dc) devote herself exclusively and himself diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require (without further remuneration unless otherwise agreed) except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(ed) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Company or the Group and provide such explanations as the Board may require in connection therewith;
(e) not demand or accept or permit any member of his family to demand or accept from third parties any gifts, benefits or advantages offered or given to the Executive or a member of his family by reason of his employment with the Company save in pursuant to such general or specific permission of the Board properly given from time to time;
(f) carry out her his duties and exercise her his powers jointly and collectively with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with (and use his best endeavours to procure the relevant requirements Company’s compliance with) the Listing Rules, the Hong Kong Codes on Takeovers and Mergers and Share Repurchases, the memorandum and articles of association of the Company, and all other applicable lawslaw, rules, regulations, codes of guidelines and practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities notes which are binding on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of applicable to the Group is traded or the Executive from time to time.
3.2 The Company shall, during the Executive’s employment hereunder, at its costs and expenses provide and supply to the applicable lawsExecutive such personnel support, regulationsoffice facilities and other assistance (including, codes of practice in that jurisdiction)without limitation, professional advice) as are reasonably necessary or desirable to enable the Executive to perform and discharge his duties under this Agreement.
Appears in 1 contract
Samples: Service Agreement
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;; 5
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The As CFO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive shallOfficer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the CEO; (iii) the CEO may assign to Executive such duties for the Company or any, during subsidiaries or affiliate as are consistent with Executive's status as CFO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CFO under this Agreement. During the continuance Term it shall not be a violation of her employment hereunder:
this Agreement for the Executive to (ai) serve on corporate, civic or charitable boards or committees, but only with the CEO’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company as an executive director andin accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in such capacity, the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and exercise the powers such other duties as may be assigned from time to time assigned to or vested time, diligently, faithfully and at all times in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) best interests of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply Company. Executive further agrees that during Executive’s employment with the Company’s rules, regulationsExecutive will not engage in discussions with a view toward, policies and procedures from time make application, plans or preparations, to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours form, to promote the business and interests thereof;
(d) devote herself exclusively and diligently establish, to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness set up, or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable lawsbecome employed by, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)a Competitive Business.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself himself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The As CEO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Board of Directors (the “Board”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to the reasonable direction and control of the Board; (iii) the Board may assign to Executive shallsuch duties for the Company or any, during subsidiaries or affiliate as are consistent with Executive's status as CEO; and (iv) Executive shall devote his full business time, attention and energies as is necessary to competently and diligently fulfill his duties as CEO under this Agreement. During the continuance Term it shall not be a violation of her employment hereunder:
this Agreement for the Executive to (ai) serve on corporate, civic or charitable boards or committees, but only with the Board’s prior written consent, which shall not be unreasonably withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company as an executive director andin accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in such capacity, the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and exercise the powers such other duties as may be assigned from time to time assigned to or vested time, diligently, faithfully and at all times in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) best interests of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply Company. Executive further agrees that during Executive’s employment with the Company’s rules, regulationsExecutive will not engage in discussions with a view toward, policies and procedures from time make application, plans or preparations, to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours form, to promote the business and interests thereof;
(d) devote herself exclusively and diligently establish, to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness set up, or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable lawsbecome employed by, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)a Competitive Business.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her employment hereunder:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s 's rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;; 5
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. The Executive shallwill be responsible for overseeing and carrying out the day-to-day administrative functions of the Company, during and otherwise carrying out the continuance duties normally associated with the position of her employment hereundera Corporate Administrator in a public company. The Executive’s duties and responsibilities will include, without limitation, the following:
(a) serve supervising and running the day-to-day operations of the Company’s head office in Vancouver, and liaising with the CEO, the VP and the Chief Financial Officer of the Company (the “CFO”) as an executive director necessary or desirable in connection therewith, including retaining, managing and, in such capacityif required, perform terminating, the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determinegeneral office staff;
(b) comply in conjunction with the CFO and conform the Company’s accounting staff, consultants and auditors, preparing and reviewing, or assisting in preparing and reviewing, the financial disclosure (including the non-technical portions of the related management discussion and analysis) required to any lawful instructions or directions from time to time given or made be prepared by the Company for review and approval by the Board, or and liaising with the authority staff, consultants and professional advisers of the Board, and shall comply with the Company’s rules, regulations, policies direct and procedures from time to time in force;
indirect subsidiaries (cthe “Subsidiaries”) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(c) working with the VP in preparing and reviewing corporate documentation required to be prepared by the Company under applicable corporate and securities laws;
(d) working with the VP and the Company’s professional advisers in preparing and reviewing the non-financial disclosure documents required to be prepared by the Company under applicable corporate and securities laws;
(e) implementing, or assisting the CEO and VP in implementing, all applicable policies and procedures adopted for the Company by the Board, and monitoring, and reporting to the CEO and the VP as to, the effectiveness thereof and the compliance therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member at the request of the Group as shall from time CEO, VP or Board, preparing and presenting such reviews, summaries and reports with respect to time be appointed by the Board to act jointly with administration of the Executive Company and the Board Subsidiaries as may at any time require the Executive to cease performing or exercising be requested by any of her duties or powers under this Agreementthem; and
(g) comply such other duties as are reasonably consistent with the relevant requirements foregoing and the Executive’s position as may be requested by the Company from time to time and as are within the expertise and reasonable ability of all applicable lawsthe Executive to provide, regulationsprovided that the Company, codes of practice and rules (including Securities and Futures Ordinanceacting through the Board, the Rules Governing CEO or the Listing of Securities on The Stock Exchange of Hong Kong Limited VP, may curtail any such duties or responsibilities or assign such additional duties and responsibilities, and reserves the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein right to make such reasonable changes to the duties and the rules of any other stock exchange, market or dealing system on which the securities of any member responsibilities of the Group is traded Executive, as the Company may determine to be appropriate and the applicable laws, regulations, codes of practice in that jurisdiction)as are consistent with its ongoing business needs.
Appears in 1 contract
Executive’s Duties. The Executive shall, during the continuance of her his employment hereunder:
(a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;
(b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her his best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and himself diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may requireGroup;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her his duties and exercise her his powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her his duties or powers under this Agreement; and
(gf) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction).
Appears in 1 contract
Executive’s Duties. (1) The Executive shallshall use his reasonable endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests. The Executive shall diligently and faithfully perform such duties and exercise such powers as may from time to time reasonably be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive shall comply with all reasonable and proper instructions of the Board.
(2) The Board may also suspend all or any of the Executive's duties and powers for such periods and on such terms as it considers expedient including a term that the Executive shall stay away from all or any of the Company's premises and/or shall not be provided with any work and/or shall have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment shall continue and the Executive shall continue to be bound by his obligations under this agreement.
(3) The Executive shall give to the Board such information regarding the affairs of the Group as it shall require.
(4) The Executive shall (unless prevented by ill health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the continuance duties of her employment hereunderthe Appointment and such additional time as is necessary for the proper fulfillment of those duties.
(5) The Executive shall not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except:
(a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to holder or vested in her by the Board beneficialo owner (including (without further remuneration unless otherwise agreedfor investment purposes only) serving on the board of directors, or in any other office, of any member(sclass of securities in a company if those securities are listed or dealt in on a Recognized Investment Exchange and if the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than five percent of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine;securities of that class; or
(b) comply with the consent in writing of both the Company and conform the Parent which may be given subject to any lawful instructions or directions from time to time given or made by the Boardterms, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force;
(c) faithfully and diligently serve the Group and use her best endeavours to promote the business and interests thereof;
(d) devote herself exclusively and diligently to the business and interests of the Group and personally attend thereto at all times during usual business hours and during such other times as which the Company may reasonably require except in case of incapacity through illness or accident in which case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require;
(e) keep the Board promptly and fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith;
(f) carry out her duties and exercise her powers jointly with any other director or executive of any member of the Group as shall from time to time be appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or exercising any of her duties or powers under this Agreement; and
(g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 therein and the rules of any other stock exchange, market or dealing system on which the securities of any member of the Group is traded and the applicable laws, regulations, codes of practice in that jurisdiction)Parent requires.
Appears in 1 contract
