Management Independence. The Board comprises two executive Directors, three non-executive Directors and three independent non-executive Directors. Although Xx. Xxx is an executive Director and a Controlling Shareholder, our management and operational decisions are made by all our executive Directors and senior management, most of whom have served our Group for a long time and all of whom have substantial experience in the industry in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management and our Board. See “Directors and Senior Management” for further details. Each of our Directors is aware of his or her fiduciary duties as a Director which require, among others, that he or she must act for the benefit of and in the best interests of our Company and not allow any conflict between his or her duties as a Director and his personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board. See “– Corporate Governance Measures” for further details. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team is able to perform the managerial role in our Group independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in us after [REDACTED], we have full rights to make all decisions on, and to carry out, our own business operations independently. Our Company, through our subsidiaries, holds the licenses and qualifications necessary to carry on our current business, and has sufficient capital, facilities, technology and employees to operate the business independently from our Controlling Shareholder. We have access to third parties independently from and not connected to our Controlling Shareholder for sources of suppliers and customers. Based on the above, our Directors are satisfied that we will be able to function and operate independently from our Controlling Shareholders and their close associates. Financial Independence We have established our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and internal control functions of our Company, independent from our Controlling Shareholders. We can make financial decisions independently and our Controlling Shareholders do not intervene with our use of funds. We h...
Management Independence. (a) Buyer agrees that it shall, during the period commencing from the First Closing Date and ending on December 31, 2006, take all actions necessary and appropriate to enable the Management Shareholders to continue to run the Group Companies as an independent business unit of the Buyer, provided that the Management Shareholders' ability to operate the Group Companies as an independent business unit shall be subject to the terms of the 2006 Business Plan, compliance with Buyer's code of ethics, any relevant requirements of the Sarbanes-Oxley Act and other U.S. securities laws and regulations, txx xxxxxxxxxx of Sections 5.1 and 5.11 hereof and to any action that would allow dismissal for Cause. (b) Buyer agrees that, from and including January 1, 2007 to and including June 30, 2007 (the "Restriction Period"), Buyer shall not interfere with the Company's and the Management Shareholders' ability to collect any Accounts Receivable outstanding as of December 31, 2006 in respect of the Residual Earnout Adjustment Amount during the Restriction Period so that the ability of the Company and the Management Shareholders to collect such Accounts Receivable is not affected in any material respect.
Management Independence. The Contracting Parties undertake: – to guarantee the management independence of the railway undertakings, mainly by according them independent status, thus enabling them to adapt their activities to the market and to manage their affairs under the responsibility of their governing bodies; – to separate the management of the railway infrastructure from the provision of railway transport services, at least at the accounting level; aid paid to one of these two areas of activity may not be transferred to the other.
Management Independence. Directors Our Board consists of seven Directors, including three executive Directors, one non-executive Director, and three independent non-executive Directors. The following table sets forth the positions held by our Directors in the Controlling Shareholders and/or their close associates as at the Latest Practicable Date: Name Position with our Company Mr. XING . . . . . . . . . . . . . . . . . . Chairman of our Board and executive Director Positions within the Controlling Shareholders and/ or their close associates (i) Sole director and manager of Xxxxxx Xxxxxxxxxxxxxx
Management Independence. The Successor Group’s business will be managed and conducted by the Board and senior management of the Successor Company. Following the Closing, the Successor Board will consist of nine Directors, comprising four executive Directors, two non-executive Directors and three independent non-executive Directors. For more information, please see the section headed “Directors and Senior Management of the Successor Company”. The Directors of the Successor Company consider that the board and senior management of the Successor Company will function independently of the Controlling Shareholders because:
Management Independence. Our Board consists of seven Directors, namely four executive Directors and three independent non-executive Directors. Xx. Xxxx, one of our Controlling Shareholders, is an executive Director, chairman of the Board and chief executive officer. Xx. Xxxx, one of our Controlling Shareholders, is also an executive Director. Our Directors consider that we are able to carry on our business independently from our Controlling Shareholders from a management perspective for the following reasons:
Management Independence. The Board of our Company consists of nine Directors, including three executive Directors, three non-executive Directors and three independent non-executive Directors. The following table sets forth the positions held by our Directors in the Controlling Shareholders’ close associates (the “Overlapping Management”) as of the Latest Practicable Date: Name Position with our Company Positions with the Controlling Shareholders’ close associates
Management Independence. We are able to carry out our business independently from our Controlling Shareholders and their close associates from a management perspective. Upon [REDACTED], our Board of Directors will consist of nine Directors, comprising four executive Directors, including Mr. XX Xxx, Xxx. Xxx, Xx. Xxx and Mr. XX Xxx, two non-executive Directors and three independent non-executive Directors. Our management and operational decisions are made by our Board of Directors and senior management collectively, most of whom have served our Group for a significant period and have substantial and extensive relevant industry experience and expertise. Our Directors are of the view that our Board of Directors and senior management will function independently from our Controlling Shareholders for the following reasons:
Management Independence. Upon our [REDACTED], our Board consists of three executive Directors and three independent non-executive Directors. Upon our [REDACTED], we have three Supervisors and our senior management team comprises three members. The table below sets out the position of Xx. Xx and Xx. Xxx in our Company. Position in our Company Xx. Xx Chairman of the Board and Executive Director Xx. Xxx Executive Director and General Manager Details of the background of Xx. Xx and Xx. Xxx are set out in the section headed “Directors, Supervisors and Senior Management” in this Document. The executive Directors and the senior management team are responsible for the day-to-day management of our operations. The other executive Director and other members of our senior management team are independent of Xx. Xx and Xx. Xxx. Notwithstanding the roles of Xx. Xx and Xx. Xxx described above, our Directors are of the view that our Company is able to function independently from Xx. Xx and Xx. Xxx for the following reasons:
