INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES Sample Clauses

INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted internal control and monitoring procedures relating to the factoring business cooperation, including: (i) According to the requirements of management system of the connected transactions of the Company, the finance management department of the Company is responsible for monitoring the transaction amounts relating to the proposed annual caps under the Factoring Business Cooperation Agreement by developing management accounts for continuing connected transactions and designating specialists for management and maintenance, and consolidating and preparing statistics for the transaction amounts incurred in the continuing connected transactions on a monthly basis. The Company will re-comply with the necessary approval procedures in accordance with the Listing Rules in respect of continuing connected transactions that are expected to exceed their annual caps; (ii) Prior to the business cooperation with Datang Factoring Company, the Group will make enquires to no less than three commercial factoring companies (no less than two of which are third parties independent from the Company and its connected persons) to collect information about the terms and conditions of the relevant transactions and in relation to their comprehensive rates. If the Group finds that the comprehensive rates provided by Datang Factoring Company are higher than any other independent third parties, Datang Factoring Company shall agree to adjust the comprehensive rates correspondingly after arm’s length negotiation with the Group to ensure that the Group is offered with the most favourable terms, and the comprehensive rates of the relevant transactions shall be equivalent to or more favourable than those offered by other independent commercial factoring companies in the PRC. Meanwhile, the Group has the right to choose the most favourable comprehensive rates to conduct factoring business and strive for the maximization of the overall interests; (iii) The finance department of the Company will report to the management of the Company, giving an update of the specific factoring contracts entered into with Datang Factoring Company on a quarterly basis; (iv) The Directors (including independent non-executive Directors) will review the transactions contemplated under the Factoring Business Cooperation Agreement and its proposed annual caps each year to ensure that the transactions contemplated under the Factoring Business Cooperation Agreement are conducted in the ordinary co...
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company will strive to exercise adequate supervision over the transaction amounts and respective annual caps under the Futures Brokerage Services Framework Agreement signed between the Group and Shandong Steel to ensure that necessary measures and appropriate actions for the compliance with the requirements of the Listing Rules can be taken in a timely manner. The Company has adopted the following internal management procedures to ensure that the Continuing Connected Transaction under such framework agreement is fair and reasonable and conducted on normal commercial terms: • The Group has formulated a series of measures and policies on, among others, contract policies, project management policies and administration rules of Connected Transactions in order to ensure that the Continuing Connected Transaction is conducted in accordance with the Futures Brokerage Services Framework Agreement and the pricing policies therein. The Futures Brokerage Services Framework Agreement and the transactions thereunder, in particular the fairness and reasonableness of the pricing terms thereof, will be examined and approved by the audit committee of the Board, the Board and various internal departments of the Company (including but not limited to the finance department and audit and supervision department of the Company) to ensure that the terms of the Futures Brokerage Services Framework Agreement are in compliance with relevant regulations and guidelines (if applicable) and market practices and will not deviate from the terms of the Futures Brokerage Services Framework Agreement disclosed in this announcement; • When determining the actual prices of services provided by the Group to Shandong Steel and/or its associates, the Group will provide the counterparties with a proposed price for consideration first. As mentioned above, in order to ensure that the pricing terms under the agreements of Continuing Connected Transaction are fair and reasonable, the aforesaid proposed price will be evaluated and approved by the finance department, audit and supervision department and various relevant business departments of the Company in advance. In addition, the transactions under the Futures Brokerage Services Framework Agreement shall be conducted on a non-exclusive basis. Payments shall be calculated on the aforementioned bases. However, the Group usually makes enquiries on relevant prices to not less than two other independent third-party suppliers providing similar services...
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. Deposit Services
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. In order to ensure that the Company strictly abides by the above pricing policy, the Company will adopt various internal control measures in the daily procurement business. These measures were carried out and monitored by the Company’s functional departments (mainly the internal audit department, supported by the finance department and the legal affairs department):
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. To ensure the Company’s conformity with the above pricing policies in relation to the continuing connected transactions contemplated under the Renewed Ship Charter Framework Agreement and the Property Leasing Framework Agreement from time to time, the Company has adopted and would continue to strengthen a series of internal control policies for its daily operation. In respect of such continuing connected transactions, the internal control policies are conducted and supervised by the financial department of the Company, who are responsible for (i) collecting detailed information (including but not limited to the pricing terms, payment arrangements and actual transaction amount under each of the individual contracts/agreements) of the continuing connected transactions on a regular basis; (ii) monitoring whether the transaction terms and pricing and other terms under each of the individual contracts/agreements are consistent with the principles established under the framework agreements in respect of the continuing connected transactions;
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The referral arrangement is also available to Independent Third Parties (including employees of the Group), subject to definitive agreements to be entered with each individual with similar terms and conditions. As such, the Group has the flexibility to enter into arrangement with the Independent Third Parties. Whether the referral transactions are contemplated with Independent Third Parties or with connected persons under the MRA, the Group will follow a series of procedures in relation to the determination of the Referral Fees. Each transaction shall be conducted on a non-exclusive basis. The Directors will (i) review the relevant definitive agreements and the terms and conditions therein before execution; and (ii) review the list of eligible merchandises, monitor the sales amounts, products and rates of Referral Fees to be offered to the counter-parties periodically. To ensure the fairness of the relevant transactions with connected persons under the MRA, the Directors will regularly compare the rates of Referral Fees offered to connected persons to make sure that they will not be more favourable than those offered to Independent Third Parties. Referral Fees will be paid upon obtaining of approval from the senior management regardless of Independent Third Parties or Associate Group Members. With the above control procedures, the Directors consider that the transactions in relation to the MRA are conducted on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Further to the above, to ensure compliance with the terms and conditions of the MRA and adherence to the Listing Rules, the Company has implemented a comprehensive review process, including (i) the management of the Group will assess each of specific agreements with the aforementioned procedures; (ii) the finance department of the Group will record the transaction amounts to ensure that the transaction amounts under the MRA will not exceed the Annual Caps;
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. Loan services
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. The Company has adopted the following internal control measures to supervise the continuing connected transactions of the Company as contemplated under the Strategic Cooperation Framework Agreement. Prior to entering into individual factoring agreements with the relevant COFCO Group Companies or their creditors/suppliers, the Company will review and assess the specific terms and conditions of the individual agreements to ensure their consistency with the Strategic Cooperation Framework Agreement. The relevant authorized departments of the Company will trace, monitor and check the progress of the daily balance outstanding on a continuous basis, to ensure that the actual transaction amount does not exceed the Annual Cap at any time. In addition, the Audit Committee of the Company will strictly review the Company’s continuing connected transactions on a regular basis to ensure the integrity and effectiveness of the internal control measures regarding the continuing connected transactions. The Audit Committee will also review the annual report and financial report which consist of the implementation of and opinions on the continuing connected transactions during the relevant period in respect of the fairness of the continuing connected transactions and whether the actual transaction amounts incurred are within the annual caps. The Board considers that the above internal control procedures and corporate governance measures adopted by the Company concerning the continuing connected transactions are appropriate.
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INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES. In order to protect the interests of the Shareholders, the Group has adopted the following internal control procedures and corporate governance measures in relation to its utilisation of Sinochem Finance’s services:
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Related to INTERNAL CONTROL PROCEDURES AND CORPORATE GOVERNANCE MEASURES

  • 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.

  • 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.

  • Internal Controls The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

  • Internal Control Effective control and accountability must be maintained for all cash, real and personal property, and other assets. Grantee must adequately safeguard all such property and must provide assurance that it is used solely for authorized purposes. Grantee must also have systems in place that provide reasonable assurance that the information is accurate, allowable, and compliant with the terms and conditions of this Agreement. 2 CFR 200.303.

  • Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

  • 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 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.

  • 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.

  • External Arbitration Procedures Any arbitration initiated under this Agreement shall be conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten

  • Governance and Anticorruption The Borrower shall (a) comply with ADB’s Anticorruption Policy (1998, as amended to date) and acknowledge that ADB reserves the right to investigate directly, or through its agents, any alleged corrupt, fraudulent, collusive or coercive practice relating to the Project; and (b) cooperate with any such investigation and extend all necessary assistance for satisfactory completion of such investigation.

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