Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Company will be managed by the Managing Board under the supervision of the Supervisory Board. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50 (fifty - fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company and its Subsidiaries shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities and in compliance with the Company Growth Principles. (i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Meeting, the Supervisory Board, the Managing Board or as its representatives for the corporate bodies of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries. (ii) The restriction as set forth in Section 2.1(b)(i), above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries. (iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i), above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforementioned position. (iv) Notwithstanding Section 2.1(b)(iii), above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1(b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the Company that might be appropriate to prevent access to the Confidential Information by the Conflicted Person. (c) Each of the Shareholders agrees to exercise its voting rights in the relevant Shareholders meeting to appoint the members of the Supervisory Board and/or the Managing Board nominated by each of the TEF Group and the PT Group in terms of Section 2.2(a) and Section 2.3(a), below. In the event of a vacancy in the Supervisory Board and/or in the Managing Board (including, without limitation, as a result of removal), the replacement member shall be nominated by binding nomination of the Shareholder’s Group which nominated the Supervisory Director and/or Managing Director being replaced, for the period left to complete the relevant term in office. A Shareholder may require the suspension, removal or replacement of a Supervisory Director or/and a Managing Director nominated by that Shareholder’s Group at any time and for any reason. Each Shareholder in a Group shall have the right to require the replacement, suspension or removal of a Supervisory Director and/or Managing Director nominated by the Shareholders in the other Group, provided that this is for Just Cause. The Shareholder requesting the replacement, suspension or dismissal of a Supervisory Director and/or Managing Director shall deliver a notice to the other Shareholders which shall contain the request to replace, suspend or dismiss the relevant Supervisory Director and/or Managing Director and in the event that such Supervisory Director and/or Managing Director was nominated by the other Group a description of the relevant Just Cause. Provided that the Just Cause as stated in such notice is accepted by the other Shareholders, a Shareholders Meeting shall be held within 30 (thirty) days of the receipt of such notice to (resolve on the suspension, replacement or removal of the ) replace the relevant Supervisory Director and/or Managing Director. Subject to the mandatory provisions of any applicable law, and more particularly Netherlands employment law, each of the TEF Group, the PT Group and the Company, as the case may be, shall procure that the terms and conditions upon which the Supervisory Director and/or Managing Director are appointed in terms of the provisions of Section 2.2(a) and 2.3(a), shall be such that the Supervisory Directors and/or Managing Directors will not have the right to indemnification in the event of suspension or removal from their duty as Supervisory Directors and/or Managing Directors.
Appears in 1 contract
Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Company will Board of Directors shall be managed by responsible for the Managing Board under the supervision management of the Supervisory BoardCompany. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50-50 (fifty - fifty-fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company and its Subsidiaries shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities and in compliance with the Company Growth Principles.
(i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Meeting, in the Supervisory Board, Board of Directors or in the Managing Board or as its representatives for the corporate bodies board of directors of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries.
(ii) The restriction as set forth in Section 2.1(b)(i), ) above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries.
(iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i), ) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. the (nomination for) appointment of such individual or entity to the aforementioned position.
(iv) Notwithstanding Section 2.1(b)(iii), ) above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1(b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the Company that might be appropriate to prevent access to the Confidential Information by the Conflicted Person.
(c) Each of the Shareholders agrees to exercise its voting rights in the relevant Shareholders meeting to appoint the members of the Supervisory Board and/or the Managing Board nominated by each of the TEF Group and the PT Group in terms of Section 2.2(a) and Section 2.3(a), below. In the event of a vacancy in the Supervisory Board and/or in the Managing Board (including, without limitation, as a result of removal), the replacement member shall be nominated by binding nomination of the Shareholder’s Group which nominated the Supervisory Director and/or Managing Director being replaced, for the period left to complete the relevant term in office. A Shareholder may require the suspension, removal or replacement of a Supervisory Director or/and a Managing Director nominated by that Shareholder’s Group at any time and for any reason. Each Shareholder in a Group shall have the right to require the replacement, suspension or removal of a Supervisory Director and/or Managing Director nominated by the Shareholders in the other Group, provided that this is for Just Cause. The Shareholder requesting the replacement, suspension or dismissal of a Supervisory Director and/or Managing Director shall deliver a notice to the other Shareholders which shall contain the request to replace, suspend or dismiss the relevant Supervisory Director and/or Managing Director and in the event that such Supervisory Director and/or Managing Director was nominated by the other Group a description of the relevant Just Cause. Provided that the Just Cause as stated in such notice is accepted by the other Shareholders, a Shareholders Meeting shall be held within 30 (thirty) days of the receipt of such notice to (resolve on the suspension, replacement or removal of the ) replace the relevant Supervisory Director and/or Managing Director. Subject to the mandatory provisions of any applicable law, and more particularly Netherlands employment law, each of the TEF Group, the PT Group and the Company, as the case may be, shall procure that the terms and conditions upon which the Supervisory Director and/or Managing Director are appointed in terms of the provisions of Section 2.2(a) and 2.3(a), shall be such that the Supervisory Directors and/or Managing Directors will not have the right to indemnification in the event of suspension or removal from their duty as Supervisory Directors and/or Managing Directors.
Appears in 1 contract
Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Company will Board of Directors shall be managed by responsible for the Managing Board under the supervision management of the Supervisory BoardCompany. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50 (fifty - fifty—fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s 's Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company and its Subsidiaries shall be professional, oriented to obtaining results and excellence in the performance of the Company’s 's activities and in compliance with the Company Growth Principles.. (b)
(i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “"Conflicted Person”") as its representatives for the Shareholders Meeting, in the Supervisory Board, Board of Directors or in the Managing Board or as its representatives for the corporate bodies board of directors of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries.
(ii) The restriction as set forth in Section 2.1(b)(i), ) above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries.
(iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i), ) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with the (nomination for) appointment of such individual or entity to the aforementioned position.
. (iv) Notwithstanding Section 2.1(b)(iii), ) above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1(b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the Company that might be appropriate to prevent access to the Confidential Information by the Conflicted Person.
(c) Each of the Shareholders agrees to exercise its voting rights in the relevant Shareholders meeting to appoint the members of the Supervisory Board and/or the Managing Board nominated by each of the TEF Group and the PT Group in terms of Section 2.2(a) and Section 2.3(a), below. In the event of a vacancy in the Supervisory Board and/or in the Managing Board (including, without limitation, as a result of removal), the replacement member shall be nominated by binding nomination of the Shareholder’s Group which nominated the Supervisory Director and/or Managing Director being replaced, for the period left to complete the relevant term in office. A Shareholder may require the suspension, removal or replacement of a Supervisory Director or/and a Managing Director nominated by that Shareholder’s Group at any time and for any reason. Each Shareholder in a Group shall have the right to require the replacement, suspension or removal of a Supervisory Director and/or Managing Director nominated by the Shareholders in the other Group, provided that this is for Just Cause. The Shareholder requesting the replacement, suspension or dismissal of a Supervisory Director and/or Managing Director shall deliver a notice to the other Shareholders which shall contain the request to replace, suspend or dismiss the relevant Supervisory Director and/or Managing Director and in the event that such Supervisory Director and/or Managing Director was nominated by the other Group a description of the relevant Just Cause. Provided that the Just Cause as stated in such notice is accepted by the other Shareholders, a Shareholders Meeting shall be held within 30 (thirty) days of the receipt of such notice to (resolve on the suspension, replacement or removal of the ) replace the relevant Supervisory Director and/or Managing Director. Subject to the mandatory provisions of any applicable law, and more particularly Netherlands employment law, each of the TEF Group, the PT Group and the Company, as the case may be, shall procure that the terms and conditions upon which the Supervisory Director and/or Managing Director are appointed in terms of the provisions of Section 2.2(a) and 2.3(a), shall be such that the Supervisory Directors and/or Managing Directors will not have the right to indemnification in the event of suspension or removal from their duty as Supervisory Directors and/or Managing Directors.
Appears in 1 contract
Governance Principles. (a) The Shareholders agree that, subject to applicable laws, the Articles of Association and this Agreement, the Company will Board of Directors shall be managed by responsible for the Managing Board under the supervision management of the Supervisory BoardCompany. The Shareholders further agree that the Company and the Wireless Business of the Company shall be managed in the spirit of a 50 - 50-50 (fifty - fifty-fifty) joint venture, subject to the exceptions set forth in this Agreement with respect to the dilution below certain levels of each Group’s Interest in the total issued and outstanding share capital of the Company. The Shareholders agree that the management of the Company and its Subsidiaries shall be professional, oriented to obtaining results and excellence in the performance of the Company’s activities and in compliance with the Company Growth Principles.
(i) Each Shareholder agrees not to (nominate to) appoint any individual or entity which may directly or indirectly be related to, employed or retained by another telecommunications operator or any Person who directly or indirectly competes with the Company and the Subsidiaries in Brazil (a “Conflicted Person”) as its representatives for the Shareholders Meeting, in the Supervisory Board, Board of Directors or in the Managing Board or as its representatives for the corporate bodies board of directors of any of the Subsidiaries, or to any managerial or official position in the Company or in any of the Subsidiaries, or to any other business relationship with the Company or any of the Subsidiaries.
(ii) The restriction as set forth in Section 2.1(b)(i), ) above, agreed upon for the benefit of the other Group, will not apply if the other Group has consented in writing to the Person that would qualify as Conflicted Person being involved in the management of, or having access to information concerning, the Company or the Subsidiaries.
(iii) Prior to the (nomination for) appointment of each individual or entity to a position referred to in Section 2.1(b)(i), ) above, the relevant Group shall provide the other Group with such details of the individual or entity as are reasonably necessary to enable the latter Group to determine whether the individual or entity is, in its reasonable judgement, a Conflicted Person. Unless, within 15 (fifteen) days of receipt by the latter Group of such details, said Group objects to the appointment of the individual or entity on the grounds that same is a Conflicted Person, the relevant Group may proceed with Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. the (nomination for) appointment of such individual or entity to the aforementioned position.
(iv) Notwithstanding Section 2.1(b)(iii), ) above, in the event that in the reasonable judgement of a Group, any individual or entity appointed (pursuant to the nomination) by the other Group falls within the definition of a Conflicted Person and therefore is subject to the restriction set forth in this Section 2.1(b)(i), such other Group shall immediately thereafter use its best efforts to procure that the restrictions are observed, that the Conflicted Person is removed from any position or function being performed and that any other measure is implemented by such other Group and the Company that might be appropriate to prevent access to the Confidential Information by the Conflicted Person.
(c) Each of the Shareholders agrees to exercise its voting rights in the relevant Shareholders meeting to appoint the members of the Supervisory Board and/or the Managing Board nominated by each of the TEF Group and the PT Group in terms of Section 2.2(a) and Section 2.3(a), below. In the event of a vacancy in the Supervisory Board and/or in the Managing Board (including, without limitation, as a result of removal), the replacement member shall be nominated by binding nomination of the Shareholder’s Group which nominated the Supervisory Director and/or Managing Director being replaced, for the period left to complete the relevant term in office. A Shareholder may require the suspension, removal or replacement of a Supervisory Director or/and a Managing Director nominated by that Shareholder’s Group at any time and for any reason. Each Shareholder in a Group shall have the right to require the replacement, suspension or removal of a Supervisory Director and/or Managing Director nominated by the Shareholders in the other Group, provided that this is for Just Cause. The Shareholder requesting the replacement, suspension or dismissal of a Supervisory Director and/or Managing Director shall deliver a notice to the other Shareholders which shall contain the request to replace, suspend or dismiss the relevant Supervisory Director and/or Managing Director and in the event that such Supervisory Director and/or Managing Director was nominated by the other Group a description of the relevant Just Cause. Provided that the Just Cause as stated in such notice is accepted by the other Shareholders, a Shareholders Meeting shall be held within 30 (thirty) days of the receipt of such notice to (resolve on the suspension, replacement or removal of the ) replace the relevant Supervisory Director and/or Managing Director. Subject to the mandatory provisions of any applicable law, and more particularly Netherlands employment law, each of the TEF Group, the PT Group and the Company, as the case may be, shall procure that the terms and conditions upon which the Supervisory Director and/or Managing Director are appointed in terms of the provisions of Section 2.2(a) and 2.3(a), shall be such that the Supervisory Directors and/or Managing Directors will not have the right to indemnification in the event of suspension or removal from their duty as Supervisory Directors and/or Managing Directors.
Appears in 1 contract
