Functions and Powers of the Board. (1) The Board shall be responsible for all the affairs of the Institute. Its role, among other things, shall be to ensure that:
(i) the Institute follows objectives, programmes and plans that are consistent with its aims and with the broad goals and objectives of the CVI; and
(ii) the Institute is managed effectively by the Director in harmony with the agreed objectives, programmes and budgets, and in accordance with legal and regulatory requirements.
(2) To this end, the Board shall:
(i) define objectives, approve plans to meet the Institute’s aims and monitor the achievement of these aims;
(ii) specify policies to be followed by the Director in pursuing the specified objectives;
(iii) ensure the Institute’s cost-effectiveness, financial integrity, and accountability;
(iv) approve the Institute’s programme and budget;
(v) appoint an external auditor and approve an annual audit plan;
(vi) approve the Institute’s broad organizational framework;
(vii) approve personnel policies including scales of salaries and benefits;
(viii) approve the Institute’s fund raising and resource mobilization strategies, policies and programmes, and promote such fund raising and resource mobilization activities;
(ix) maintain the composition of the Board with respect to expertise needed to discharge the full range of its responsibilities, monitor the performance of staff and evaluate the Institute’s performance; and
(x) perform all other acts that may be considered necessary, suitable and proper for the attainment of the aims of the Institute as set forth in Article IV hereof.
(3) The Board may designate an Executive Committee of its members which shall have the power to act for the Board in the interim between Board meetings, and on matters which the Board delegates to it. All interim actions of the Executive Committee shall be reported to the full Board at its next meeting. The Board shall decide on the membership of the Executive Committee to be a subset of the Board. The Director and at least one ex-officio member of the host country, Republic of Korea, shall serve as members of the Executive Committee.
(4) The Board may establish such other subsidiary Committees as it deems necessary for the performance of its functions.
Functions and Powers of the Board. (a) The Board shall be the highest authority of the Company, and shall direct the overall management, supervision and control of the business of the Company; provided that the Board shall delegate certain of its authority over day-to-day operational and managerial matters to the General Manager as set forth in Section 10.2. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law.
(b) Decisions with respect to the following matters shall require the unanimous approval of all directors present and voting in person or by proxy at a duly convened meeting of the Board or by unanimous written resolution of all of the members of the Board:
(i) increases or decreases in the Registered Capital or any Transfer of either Party’s Equity Interest;
(ii) merger with other companies, division of the Company or change in the form of organization of the Company;
(iii) suspension of the business operations of the Company, termination or dissolution of the Company or extension of the TV Term; and
(iv) amendment of the Articles of Association.
(c) Affirmative vote of at least four (4) or more directors, present at a duly convened meeting of the Board or a written resolution signed and approved by at least four (4) or more of the members of the Board shall be required before any decision is made concerning the following matters:
(i) any transaction between the Company and a related party of Party A or Party B;
(ii) determination of the Company’s strategy, development direction and short-term and long-term development plans;
(iii) determination and amendment of the Company’s Business Plans and financial budgets;
(iv) entering into an amendment of any Relevant Contract to which the Company is a party;
(v) appointment of the General Manager, Deputy General Manager, Internal Audit Manager, Sales Manager, the Finance Manager and the Plant Manager, and determination of the terms of employment and remuneration polity of all the Senior Management Staff;
(vi) determination of the engagement and dismissal, performance evaluation, remuneration policy and other matters related to the Independent Auditor;
(vii) determination of the wages and welfare policies of the Company’s employees and adoption of the annual human resource recruitment plan formulated by the General Manager;
(viii) determination of the entering into, revision or termination of any business contract of a value greater than or equal to US$ 250,000, to wh...
Functions and Powers of the Board. (1) The Board -
(a) shall be responsible for providing general control and guidance over the exercise of the functions and powers of the Authority; and
(b) may on the recommendation of the Managing Director make decisions on licences in accordance with this Act; and
(c) shall undertake such other functions, and exercise such powers as may be conferred on it by this Act or any other law.
(2) The Board is a sitting Board and shall perform its functions and powers accordingly.
Functions and Powers of the Board. (a) The Board of Directors shall be responsible for managing the business and general operations of the Agency and for this purpose shall discharge all the functions and exercise all the powers conferred upon it under this Agreement or delegated to it by the General Meeting.
(b) Without limiting the generality of sub-paragraph 7(a) of this Article, the Board of Directors shall have the power to:
(i) subject to the provisions of the Agency’s staff manual, suspend for due cause the Chief Executive Officer for a period up to three months and make appropriate recommendations to the General Meeting;
(ii) administer the organizational structure of the Agency;
(iii) oversee and approve the recruitment process, appointment, terms and conditions of service and termination of employment contracts of senior management
(iv) cause the Chief Executive Officer to control, supervise and administer the property and other assets of the Agency in such manner as best promotes the object and purpose for which the Agency is established;
(v) approve the annual budget of revenues and expenditures of the Agency prepared by the Chief Executive Officer;
(vi) cause to be kept all proper books and records of accounts of the income, expenditure and assets of the Agency;
(vii) cause to be prepared within a period of three months from the end of each Financial Year and to be submitted to the General Meeting within a period of six months from the end of each Financial Year for approval, the annual accounts of the Agency together with a statement of the income and expenditure of the Agency during the year in reference and a statement of the assets and liabilities of the Agency on the last day of the year in reference;
(viii) consider and recommend to the General Meeting for approval the annual report of the Agency prepared by the Chief Executive Officer; and
(ix) provide secretarial services to the General Meeting and any other services that the General Meeting may require.
Functions and Powers of the Board. 6.1. The proceedings and operations of the Board shall be directed to the achievement of the Mission and Objectives.
Functions and Powers of the Board. (a) The Board shall be the highest authority of the Joint Venture, deciding all important matters of the Joint Venture, and directing the overall management, supervision and control of the business of the Joint Venture; provided that the Board shall delegate authority over day-to-day operational and managerial matters to the General Manager as set forth in Section 9.2. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law.
(b) The unanimous consent of all directors of the Board shall be required for any decision made concerning the following matters:
(i) amendments to the Articles of Association of the Joint Venture;
(ii) suspension of the business operations, termination, liquidation or dissolution of the Joint Venture, filing a voluntary petition for bankruptcy or reorganization or consent to an involuntary petition for bankruptcy or reorganization, or effecting a recapitalization or reorganization in any form of transaction;
(iii) increase in or reduction of the registered Capital of the Joint Venture; and
(iv) amalgamation or merger of the Joint Venture with any other business or the division of the Joint Venture.
(c) Except as provided in Section 8.3(b) that the unanimous consent of all directors of the Board is required, the affirmative votes of at least two (2) directors, present at a duly convened meeting of the Board or a unanimous written resolution of all of the members of the Board shall be required before any decision is made concerning any single one of the following matters:
(i) leasing or swapping all or substantially all of the assets of the Joint Venture;
(ii) extending the JV Term;
(iii) changing the form of the Joint Venture;
(iv) amending this Contract or undertaking any new activity beyond the Business Scope;
(v) purchasing by the Joint Venture of shares, securities or ownership interest in any company, or acquiring all or substantially all of the assets of any company;
(vi) establishing, changing or closing any subsidiaries or branches of the Joint Venture;
(vii) making and deciding the Joint Venture’s Annual Plan;
(viii) approving the significant strategy and policies, development direction, and long-term and short-term development plan of the Joint Venture;
(ix) determining the terms of employment and remuneration policy of the Senior Management Staff, including terms of employment and remuneration of CFO and Deputy General Manager;
(x) exercising other rights...
Functions and Powers of the Board. 1. The role of the Board shall be to ensure that:
a. The Network has objectives, programs and plans that are consistent with its mission and purposes;
b. The Director General is managing the Network in an efficient manner and in accordance with the agreed objectives, programs and budgets as well as with legal and regulatory requirements; and
c. The continued well-being of INBAR is not jeopardized by exposing its financial resources, its staff or its credibility to imprudent risks.
2. Subject to the guidance, powers and functions of the Council as provided for in Article 8, the Board shall have the following duties:
a. to approve, at regular intervals, the Network’s multi-year plan or strategy;
b. to approve the Network’s programmes, their objectives, priorities and operational plans, and to monitor and review programme implementation and results;
c. to approve annually the programme of work and budget, the annual report and financial statements, and to communicate these to the Council;
d. to adopt the Network’s by-laws, its programme, administrative, and personnel policies, and its financial regulations;
e. to cause regular independent evaluation or reviews to be conducted of the Network’s programmes, policies, and management practices and to give due consideration to the observations or recommendations emanating therefrom;
f. subject to Article 12, paragraph 3, to appoint the Director General or, if there is cause, to dismiss him or her, to determine his or her terms and conditions of employment, and to monitor and review his or her performance;
g. subject to Article 9, paragraph 5, to appoint the Trustees at large;
h. to approve the organizational structure of the Secretariat in light of the Network’s programmes;
i. to appoint the officers of the Network;
j. to appoint annually independent external auditors and to approve the annual audit plan;
k. generally, to ensure the Network’s cost-effectiveness, and its financial integrity and accountability;
l. subject to the authority it may delegate to the Director General, to approve all contracts or agreements to be entered into by the Network;
m. subject to the authority it may delegate to the Director General, to approve all grants or contributions that are offered to the Network;
n. to oversee borrowing, major expansion, including the acquisition of major equipment and facilities, and the disposal of major assets;
o. to adopt conflict of interest guidelines applicable to the Board and to monitor their imple...
Functions and Powers of the Board. 9.1 The Board shall control the policy, practices, management and operation of the Centre taking into account any relevant advice of the Advisory Panel.
9.2 The Board shall, in addition to the general power of management conferred on it under clause 9.1, have the following specific powers:
