Governance Standards. The nomination, appointment and election of any Restricted Stockholder Director or of any additional directors shall be subject to all legal requirements and the Company’s governance standards regarding service as a director of the Company and to the approval of the Corporate Governance and Nominations Committee of the Board.
Governance Standards. 2.4.1 Hydro One shall maintain in effect at all times a majority voting policy in respect of the election of Directors that requires a Director nominee who receives a greater number of votes “withheld” than votes “for” at a meeting of Shareholders to elect Directors to tender his or her resignation to the Board promptly following the conclusion of that meeting. The parties acknowledge that the Majority Voting Policy in effect on the date of this Agreement satisfies this requirement. Hydro One may amend the Majority Voting Policy only in accordance with Section 2.4.2 and to the extent consistent with the requirements of majority voting policies required by the TSX or other applicable Laws, even where Hydro One is exempt from those requirements by reason of the Province’s ownership interest and provided that the amended Majority Voting Policy complies with the first sentence of this Section 2.4.1 or will have substantially the same effect.
2.4.2 Hydro One has established the governance policies, procedures and practices listed in Schedule “C” attached to this Agreement (collectively, “Hydro One’s Governance Standards”), which include the mandate for the Hydro One Ombudsman, the Skills Matrix, the Board Diversity Policy and the Majority Voting Policy. No amendment, supplement or addition to Hydro One’s Governance Standards shall be effective unless approved by a Special Board Resolution, except to the extent required by any applicable Laws.
