GOVERNANCE AND REVIEW Sample Clauses

GOVERNANCE AND REVIEW. 4.1. The Arrangements and delivery of the Objectives shall be in accordance with roles and responsibilities set out in Schedule 7. 4.2. The Senior Responsible Officer (“SRO”) shall carry out an annual review of the Arrangements for the purpose of evaluating: 4.2.1. performance of the Arrangements against the targets, priorities and outcomes specified in this Agreement (or such other targets, priorities and outcomes as may be agreed between the Parties in writing from time to time); 4.2.2. targets and priorities for the next Financial Year; 4.2.3. the operation and effectiveness of the Arrangements; 4.2.4. delivery of agreed outcomes and benefits and the role of the arrangements in relation to such delivery; 4.3. Following a review held in accordance with clause 4.2 the SRO will make recommendations to the Parties in respect of the Arrangements. 4.4. The Parties will consider the recommendations made by the SRO pursuant to clause 4.2 with a view to agreeing a Strategic Business Case summarising the priorities, targets and budgets for the next Financial Year, which will be monitored through the business planning process in both Parties together with any variations to the Arrangements.
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GOVERNANCE AND REVIEW. 4.1 Annual Partner Dialogue between the two Governments will ensure shared, regular, evidence-based review of progress against the objectives and commitments of the Agreement. The Dialogue will consider key policy and programming issues that require high-level resolution to improve performance of the aid program 4.2 Development priorities will be determined by the Government of Timor-Leste. Specific outcomes and outputs for the forthcoming year will be determined at the annual dialogue between both Governments. The specific outcomes and outputs for 2012 are set out in Annex 1. 4.3 In addition to providing information through the Government of Timor- Leste’s reporting systems, Australia’s contribution to the development objectives will be reported and reviewed through the production of an Annual Program Performance Report prepared in concert with the Government of Timor-Leste through the National Directorate for Aid Effectiveness in the Ministry of Finance. This report will be made available to the public.
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GOVERNANCE AND REVIEW. 4.1 Annual Development Cooperation Dialogues between senior officials from the Partners’ governments, reporting to Ministers, will review progress of development cooperation activities and jointly determine new priorities. 4.2 Both Partners commit to discuss any performance concerns and attempt to resolve issues through dialogue. 4.3 This MoU embodies the understandings of the Partners and does not create any legally binding rights or obligations. 4.4 This MoU may be amended in writing as mutually determined by the Partners.
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GOVERNANCE AND REVIEW. 6.1 The coordinating authorities under this MoU are, for the Government of Australia, the Australian Agency for International Development (AusAID) and, for the Government of Afghanistan, the Ministry of Finance. AusAID will draw in other Australian agencies that administer ODA to MoU discussions as appropriate. 6.2 Annual Development Cooperation Dialogues between senior officials of the two governments, reporting to Ministers, will ensure joint, regular and evidence-based review of progress against the objectives of the MoU, and will benefit the management of AusAID’s program by enabling a clearer focus on results, agreement on resource allocation priorities, and more appropriate risk management. Aid effectiveness is a core value in the MoU, and the parties will work to deliver measurable results and good value for money, while better managing risk and guarding against fraud, in the administration of the aid program. Annual Development Cooperation Dialogues will therefore address: • the direction, composition and contribution of Australian aid to the development of Afghanistan, including priority areas identified under the Tokyo Mutual Accountability Framework • the effectiveness of the administration of Australian aid in line with An Effective Aid Program for Australia, Afghanistan’s Aid Management Policy, and Kabul, Bonn and Tokyo Conference commitments • the yearly results against jointly-determined performance criteria • future development cooperation between the two countries, including allocation of resources for the forward year. 6.3 Both governments commit to discuss any performance concerns and attempt to resolve issues through dialogue. 6.4 Annual Development Cooperation Dialogues will jointly determine new priorities, commitments and resource allocation priorities under the MoU. 6.5 The performance of Australia’s contribution through the aid program to our joint development objectives, outcomes and targets will also be reported and reviewed through the production of an Annual Program Performance Report. This will be prepared by Australia, agreed with Afghanistan and be made publicly available.
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GOVERNANCE AND REVIEW. ‌ 11.1. Each Partner shall comply with the performance management and governance for the overarching Partnership Arrangements set out in Schedules 5 and 6. 11.2. The commissioning function shall be subject to the agreed management structure, personnel arrangements and processes set out in Schedule 2. The Lead Commissioner shall be responsible for ensuring that the commissioning of the Services includes ensuring procurement within resources available, delivery against agreed KPIs and quality requirements. . 11.3. The Partners shall co-operate with each other to enable each to comply with its duties under Part 14 of the Local Government and Public Involvement in Health Act 2007. Such co-operation shall include, without limitation: (i) Responding to requests for information made by Healthwatch and; (ii) Making such information available. 11.4. In complying with Clause 11.3, the Partners shall satisfy the requirements, imposed through any regulations, directions or guidance as may be issued by the Secretary of State for Health.
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GOVERNANCE AND REVIEW. The annual partnership talk coupled with the regular partnership dialogues as required between senior officials of the Partners will ensure there is a joint, regular and evidence-based review of progress against the objectives, Performance Benchmarks and mutually reinforcing commitments under this Arrangement. The Partners undertake to discuss any performance concerns and attempt to resolve issues through dialogue. The GOA’s performance against the objectives and priorities under this Arrangement will be reported and reviewed through the production of an Annual Program Performance Report. ___________________________________________________________________________
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GOVERNANCE AND REVIEW. 4.1. The Arrangements and delivery of the Objectives shall be in accordance with the roles and responsibilities set out in Schedule 7. 4.2. The Arrangements and delivery of the Objectives will be subject to ongoing review between the TDC Chief Executive and the shared s151 post. Following any annual review, a report should be presented to TDC’s Strategy and Resources Committee and SCC’s Cabinet respectively..
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GOVERNANCE AND REVIEW. 9.1 Each Partner shall comply with the strategic governance and review processes for the overarching Partnership Arrangements set out at Schedule 5. 9.2 The Services shall be subject to any agreement between the Partners as to operational management structure, personnel arrangements, processes, protocols and polices as relating to the relevant service and clinical governance requirements of the Partners. It shall be the obligation of the Designated Body to ensure that the provision of the Commissioned Services by the providers they commission is supported and performance managed in such a way as to meet these requirements. 9.3 The Partners shall co-operate with each other to enable each Partner to comply with its duties under Part 5 of the Health and Social Care Act 2012 (the 2012 Act). Such co-operation shall include, without limitation:
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GOVERNANCE AND REVIEW. Each Partner shall comply with the strategic governance and review processes for the overarching Partnership Arrangements set out at Schedule 5. The commissioning function shall be subject to the agreed management structure, personnel arrangements, processes, protocols and polices set out in Schedule 6, as relating to the relevant functions and clinical governance requirements of the Partners. It shall be the obligation of the PCT to ensure that the commissioning of the Services is supported and performed in such a way as to meet these requirements. The Partners shall co-operate with each other to enable each Partner to comply with its duties under Part 14 of the Local Government and Public Involvement in Health Xxx 0000 (the “2007 Act”). Such co-operation shall include, without limitation: responding to requests for information made by Local Involvement Networks and making such information available. In complying with Clause 9.3, the Partners shall comply with the requirements (including any limitations) imposed through any regulations, directions or guidance as may be issued by the Secretary of State from time to time pursuant to the 2007 Act. Either Partner may at any time give Notice in writing to the other Partner terminating this Agreement as from the date of service of such Notice whenever the following events occur: the other Partner commits a material breach of any of its obligations under this Agreement which is not capable of remedy or, if capable of remedy, which has not been remedied within a reasonable time after receipt of written Notice from the Partner serving the termination Notice requiring it to remedy the breach; any change in law or legislation as a result of which it is unable to fulfil its obligations hereunder; if the other Partner purports to sub-contract, assign, transfer, charge, create a trust in or deal in any other manner with this Agreement or its rights under it or part of it in breach of Clause 16; its fulfilment would be ultra xxxxx for one or both Partners and the Partners are unable to agree a modification or variation to this Agreement so as to bring the specific matter within its powers; or either Partner is subject to a funding shortfall in relation to any contributions identified in Schedule 4 as being contingent on certain events such that, due to such events not occurring, it cannot make such contributions under this Agreement and the Partners are unable to agree a modification or variation to this Agreement to re...
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Related to GOVERNANCE AND REVIEW

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Peer Assistance and Review (PAR) Consulting Teachers (CT) will be assigned to all new teachers with no prior teaching experience and tenured teachers rated ineffective on the qualitative measures at the end of the previous school year and recommended by the PAR Panel. Evaluations for Probationary and Ineffective Teachers:

  • Monitoring and Review The Provider agrees to allow access to the Department for purposes of monitoring and review. This access includes but is not limited to client records, fiscal records, staffing records, policy and procedural manuals, facilities, staff, and children in care of the Department. The Department will conduct quality reviews, which may include site-based quality review visits.

  • Corporate Governance (a) Prior to the Effective Time, the Board of Directors of NYCB shall take all actions necessary to adopt the NYCB Bylaws Amendment. Effective as of the Holdco Merger Effective Time, and in accordance with the NYCB Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Entity and the full Board of Directors of NYCB Bank shall each be twelve (12), of which (i) eight (8) shall be directors of NYCB immediately prior to the Effective Time, which shall include the Chief Executive Officer of NYCB immediately prior to the Effective Time, Xxxxxx Xxxx, Xxxxx Xxxxx, who shall serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four (4) shall be directors of Flagstar immediately prior to the Effective Time (the “Flagstar Designated Directors”), which shall include the Chief Executive Officer of Flagstar immediately prior to the Effective Time, who shall serve as the non-Executive Chairman of the Board of Directors of each of the Surviving Entity and the Board of Directors of NYCB Bank, Xxxxx Xxxxxxxxx, who shall serve as the Risk Assessment Committee Chairman of the Surviving Entity and such other directors as mutually agreed to by Flagstar and NYCB, who shall be independent of NYCB in accordance with applicable stock exchange standards. (b) At the Effective Time, NYCB shall invite all directors of Flagstar immediately prior to the Effective Time other than the Flagstar Designated Directors to become members of an Advisory Board of NYCB (the “Advisory Board”), and shall cause all such individuals who accept such invitation to be elected or appointed for a two (2)-year term as members of the Advisory Board. Such members of the Advisory Board will serve on the Advisory Board until the second (2nd) anniversary of the Closing Date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served. The Chief Executive Officer of NYCB shall meet with the Advisory Board at least one time per quarter during the two (2) year period beginning on the Closing Date. (c) Effective as of the Effective Time, the Board of Directors of NYCB shall take such actions as are necessary and appropriate to adopt the lending policies and procedures of Flagstar that were in effect immediately prior to the Closing with respect to the acquired Flagstar operations as the lending policies and procedures for such acquired Flagstar operations.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Corporate Governance Matters (a) Holdco and Sorin shall take all actions within their power as may be necessary to cause (i) for a period beginning as of the Cyberonics Merger Effective Time and ending on the date of the first annual meeting of the members of Holdco following the completion of the second full fiscal year of Holdco (such period, the “Initial Period”) the number of directors constituting the Holdco board of directors as of the Effective Times to be nine (9) and (ii) the Holdco board of directors during the Initial Period to be composed as follows: (A) four (4) individuals designated by Cyberonics prior to the Closing Date (each, a “Cyberonics Designee”), (B) four individuals designated by Sorin prior to the Closing Date (each, a “Sorin Designee”) and (C) one (1) director mutually agreed to by Sorin and Cyberonics, who shall meet the independence standards of the NASDAQ applicable to non-controlled domestic U.S. issuers. (b) Sorin and Holdco shall take all corporate actions as may be necessary to cause, effective as of the Sorin Merger Effective Time and Cyberonics Merger Effective Time, as the case may be: (i) the Chief Executive Officer of Sorin as of immediately prior to the Sorin Merger Effective Time to serve as the Chief Executive Officer of the Sorin Merger Surviving Company immediately following the Sorin Merger Effective Time until the end of the Initial Period, (ii) the Chief Executive Officer of Cyberonics as of immediately prior to the Cyberonics Merger Effective Time to serve as the Chairman of the Holdco board of directors for the Initial Period, (iii) a Cyberonics Designee to serve as the Chairman of the audit and compensation committees of the Holdco board of directors for the Initial Period, (iv) each committee of the Holdco board of directors to have at least three (3) members and (v) a Sorin Designee to serve as a member of each committee of the Holdco board of directors during the Initial Period. (c) For as long as the Holdco Shares are listed on the NASDAQ, Holdco shall comply with all NASDAQ corporate governance standards set forth in Rule 5600 of the NASDAQ Stock Market Rules applicable to non-controlled domestic U.S. issuers, regardless of whether Holdco is a foreign private issuer. For as long as the Holdco Shares are listed on the LSE, Holdco shall comply with all Listing Rules and any other Laws applicable to it. (d) Prior to the Closing Date, Sorin and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for the reregistration of Holdco as a public limited company. (e) Subject to applicable Law, Sorin and Cyberonics shall take all requisite action to cause the organizational documents of those entities that will be Subsidiaries of Holdco to be substantially in such form as agreed by Cyberonics and Sorin, effective as of the Cyberonics Merger Effective Time. (f) As promptly as practicable after the Effective Times, the Sorin Merger Surviving Company shall take all requisite action to cause the composition of the board of directors or other governing body of each of the Subsidiaries of the Sorin Merger Surviving Company to reflect representation by directors designated by Cyberonics immediately prior to the Effective Times, on the one hand, and directors designated by Sorin immediately prior to the Effective Times, on the other hand, that is proportionate to the relative representation of directors designated by such party on the Holdco board of directors as of the Effective Times as provided in Section 5.18(a), unless otherwise mutually agreed by Sorin and Cyberonics. (g) The Cyberonics Designees, the Sorin Designees and each of their respective successors on the Holdco board of directors during the first three (3) years following the Effective Times are express third-party beneficiaries of Sections 5.18(a) and 5.18(b).

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • Governance Matters (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors. (c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applicable Law (including the applicable rules of the NYSE), be appointed to the committees of the Board of Directors and the Bank Board (or any other committees performing similar functions of the foregoing committees) identified by the Investor. (d) Subject to Section 3.4(a), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Investor Director, the Investor shall have the right to designate the replacement for the Investor Designated Director, which replacement shall be reasonably acceptable to the Company and shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of shareholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) For so long the Investor with its Affiliates owns, in the aggregate with its Affiliates, five percent (5%) or more of the aggregate number of outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company shall, subject to applicable Law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Observer”) to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof which the Investor Designated Director is a member) in a nonvoting observer capacity. If the Investor no longer beneficially owns the minimum number of Common Shares as specified in the first sentence of this Section 3.4(e), the Investor shall have no further rights under this Section 3.4(e). The Investor shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer and the Company, the Board of Directors, the Bank Board and any committees thereof shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (i) if doing so is, in the opinion of counsel to the Company, necessary to protect the attorney-client privilege between the Company and counsel or (ii) if the Board of Directors, the Bank Board or any committee thereof determines in good faith, after consultation with counsel, that fiduciary requirements under applicable Law would make attendance by the Observer inappropriate. The Observer shall have no right to vote on any matters presented to the Board of Directors, the Bank Board or any committee thereof. (f) The Investor Designated Director shall be entitled to the same compensation, including fees, and the same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and the Investor Designated Director shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify the Investor Designated Director of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board of which the Investor Designated Director is a member in accordance with the applicable bylaws. The Company and the Bank shall provide the Investor Designated Director with copies of all notices, minutes, consents and other material that they provide to all other members of their respective boards of directors concurrently as such materials are provided to the other members. (g) Each of the Company and the Bank acknowledges that the Designated Investor Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or certain of its Affiliates (collectively, the “Investor Indemnitors”). Each of the Company and the Bank hereby agrees (1) that it is the indemnitor of first resort (i.e., its obligations to the Designated Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Designated Investor Director are secondary), and (2) that it shall be required to advance the full amount of expenses incurred by the Designated Investor Director and shall be liable for the full amount of all expenses and liabilities incurred by the Designated Investor Director, in each case to the extent legally permitted and as required by the terms of this Agreement and the articles of incorporation and bylaws of the Company and the Bank (and any other agreement regarding indemnification between the Company and/or the Bank, on the one hand, and the Designated Investor Director, on the other hand), without regard to any rights the Designated Investor Director may have against any Investor Indemnitor. The Company further agrees that no advancement or payment by any Investor Indemnitor on behalf of the Designated Investor Director with respect to any claim for which the Designated Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Designated Investor Director against the Company. The Company agrees that the Investor Indemnitors are express third party beneficiaries of the terms of this Section 3.4(g). (h) For the purposes of the definition of “Change in Control” under the Benefit Plans, the Company acknowledges and agrees that the Investor Designated Director shall be deemed to be an “Incumbent Director” as defined in the applicable Benefit Plans.

  • Evaluation, Testing, and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee’s Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State’s right to contest the Grantee’s assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring.

  • Governance Structure The Academy shall be organized and administered under the direction of the Academy Board and pursuant to the governance structure as set forth in its Bylaws. The Academy’s Board of Directors shall meet at least six times per fiscal year, unless another schedule is mutually agreed upon by the University President or Designee and the Academy.

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