Common use of Finance Director Clause in Contracts

Finance Director. (a) The Appointing Shareholder, if any, may from time to time, nominate a person to be the Finance Director by giving notice to the Company and the MCE Shareholders: (i) specifying the name of the proposed Finance Director; (ii) attaching the resume of, and all reports prepared by or on behalf of the Company in relation to, the proposed Finance Director; and (iii) specifying the proposed date of appointment (which must be no earlier than the date 25 Business Days from the date of receipt of the notice (Appointment Date)). (b) The MCE Shareholders may veto the appointment of a proposed Finance Director by giving notice to the Appointing Shareholder (with a copy to the Company) no later than 25 Business Days after receipt of the notice in clause 10.2(a). (c) The Appointing Shareholder must, if requested by the MCE Shareholders, give the MCE Shareholders reasonable opportunity to meet the proposed appointee, assess the proposed appointee’s work references and conduct any executive assessment and any other due diligence process as may be required during the period 25 Business Days after receipt of the notice in clause 10.2(a). (d) If the appointment of the proposed Finance Director is not vetoed by the MCE Shareholders under clause 10.2(b), that person will be deemed to be appointed on the Appointment Date unless the proposed appointment is withdrawn prior to that date by notice by the Appointing Shareholder to the Company and the MCE Shareholders. (e) The Finance Director may be removed at any time by: (i) the Appointing Shareholder, after consultation with the MCE Shareholders; (ii) the Board for Cause; or (iii) under clause 10.3(c). (f) Subject to clause 10.2(g), the terms of employment of the Finance Director will be determined by the Board provided that his or her responsibilities will include oversight over the Company’s expenses, receipts and disbursements, maintenance of books and records related thereto, financial reporting, operating and capital budgeting, oversight of the Company’s financial systems and controls, supervisory authority over all other finance and accounting employees, and such other responsibilities not inconsistent therewith as determined by the Board from time to time. (g) The form and amount of compensation of the Finance Director will be solely determined by the Appointing Shareholder (subject to the Company’s annual budget as approved by the Board) after consultation with the MCE Shareholders and having regard to the terms then applicable to employees having similar positions in comparable companies. (h) The Finance Director will report to the President, or as otherwise determined by the Board from time to time.