GOVERNANCE AND REVIEW Sample Clauses

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. 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 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. 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. 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. ‌ 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. 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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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. 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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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) Effective as of the Effective Time, CenterState shall take all actions necessary to cause the then-current members of the board of directors of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors of the Surviving Entity and the Surviving Bank until such time as their successors are duly elected and qualified. Prior to the Effective Time, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) (i) the three (3) then-current members of the board of directors of NCC identified on NCC Disclosure Schedule Section 5.16(a)(i) (or other individuals mutually agreeable to the Parties) to serve on the board of directors of the Surviving Entity and the board of directors of the Surviving Bank and (ii) the one (1) additional member of the then-current board of directors of NBC identified on NCC Disclosure Schedule Section 5.16(a)(ii) (or another individual mutually agreeable to the Parties) to serve solely on the board of directors of the Surviving Bank (collectively, the “New CenterState Directors”), until such time as their successors are duly elected and qualified. The nominating committee of the board of directors of the Surviving Entity shall cause the New CenterState Directors that have been appointed and are serving on the board of directors of the Surviving Entity to be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of directors of the Surviving Entity) at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of the Surviving Bank. (b) Effective as of the Effective Time (and, with respect to positions with the Surviving Bank, effective as of the effective time of the Bank Merger), CenterState shall take all actions necessary to cause (i) Xxxx X. Xxxxxxx to continue as President and Chief Executive Officer of the Surviving Entity; (ii) Xxxx Xxxxxxxx to continue and serve as President of the Surviving Bank; (iii) Xxxxxxx Xxxxxx, IV to become and serve as Chief Executive Officer of the Surviving Bank; and (iv) Xxxxxxx X. Xxxxxxxx, V to become and serve as Chief Financial Officer of the Surviving Entity and the Surviving Bank.

  • 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) The Company, and to the Company's knowledge, each of its officers are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (in each case, as currently in effect, the "XXXXXXXX-XXXXX ACT"), (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers and (iii) any similar applicable Israeli securities laws, rules and regulations. The Company has delivered to Parent the final form of written information required to be disclosed prior to the date hereof by the Company and certain of its officers to the Company Board or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the Exchange Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each Subsidiary have been approved by the audit committee of the Company Board in compliance with Section 10A(h) or Section 10A(i) of the Exchange Act and any similar applicable Israeli securities laws, and no registered public accounting firm or, to the Company's knowledge, any associate thereof that performs any audit of the Company or any Subsidiary has provided to the Company or any of its affiliates any service prohibited by paragraphs (1) through (9) of Section 10A(g) of the Exchange Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Subsidiary has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company prohibited by Section 402 thereunder. (b) The management of the Company has (i) in accordance with Rule 13a-15 under the Exchange Act, designed disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the management of the Company by others within those persons, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company's auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal controls over financial reporting ("INTERNAL CONTROLS") which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and has disclosed to the Company's auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's Internal Controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company's auditors and/or audit committee since December 31, 2003. (c) To the Company's knowledge, it will be prepared to timely file the report required by Item 308(a) of Regulation S-K promulgated by the SEC and its independent public accounting firm will be prepared to timely file the attestation required pursuant to Item 308(b) of Regulation S-K. The Company has not received any written or oral notice from its independent public accounting firm that such firm believes the Company is could not reasonably be expected to complete the evaluations necessary for such report and attestation to be completed and in the timeframe required by applicable law.

  • Project Governance (a) If advised in writing by the Ministry the Recipient will: (i) provide reasonable notice to the Ministry of all Project management group meetings and Project governance group meetings; and (ii) provide copies of all documents and notices to be tabled at the Project management group meetings and Project governance group meetings to the Ministry no later than a reasonable period prior to the meetings, and the minutes of those meetings within a reasonable period after each meeting (b) The Ministry may appoint observers who will be entitled to attend and speak at all Project management group meetings and Project governance group meetings (but will not be entitled to vote on any matter at those meetings).

  • 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.

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