Common use of Meetings of the Supervisory Board Clause in Contracts

Meetings of the Supervisory Board. (a) The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three members of the Supervisory Board or the Chairperson. Meetings shall be held at the headquarters of the Joint Venture or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (i) otherwise agreed by Cosan and Shell or (ii) the meeting is called with less than 10 Business Days’ notice pursuant to paragraph ‎(b) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in person. (b) Subject to the provisions of this Agreement, the Downstream Byelaws and all applicable law, the members of the Supervisory Board may regulate their proceedings as they think fit. Every member of the Supervisory Board shall receive notice of a meeting at least 30 Business Days for regularly scheduled meetings, 10 Business Days for ad hoc meetings (including meetings to appoint the Interim CEO (as defined below) pursuant to ‎Section 6.05(b)) (and at least 3 Business Days’ notice for ad hoc meetings where any 3 members of the Supervisory Board or the Chairperson reasonably consider that the matter(s) to be discussed is of a commercially urgent nature) before the intended date of the meeting. Notice of a meeting of the Supervisory Board is deemed to be duly given to a member of the Supervisory Board if it is sent in writing to him at his last known address or other address given by him to the Downstream Co for that purpose or given to him by electronic means to an address given by him to the Downstream Co for that purpose. The notice shall state the time, date, place and agenda of the meeting, attaching copies, where possible, of the documents or proposals to be considered or discussed. A member of the Supervisory Board may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively, and this requirement for notice can be dispensed with if all the members of the Supervisory Board are present at the meeting. (c) The members of the Supervisory Board shall cause to be maintained minutes of all meetings of, and of all meetings of all committees of, the Supervisory Board. (d) The formal language of any meeting of the Supervisory Board shall be English (with contemporaneous interpretation into Portuguese at the request of any member of the Supervisory Board); provided that the minutes of the meetings shall be in English and Portuguese (but the Portuguese shall prevail).

Appears in 1 contract

Samples: Shareholders Agreement (Cosan Ltd.)

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Meetings of the Supervisory Board. (a) The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three four members of the Supervisory Board or Board, the Chairperson, or, in case of momentary absence of the Chairperson, the Vice Chairperson. Meetings shall be held at the headquarters of the Joint Venture Company or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (i) otherwise agreed by Cosan and Shell teleconference or (ii) the meeting is called with less than 10 Business Days’ notice pursuant to paragraph ‎(b) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in personvideoconference. (ba) Subject to the provisions of this Agreement, the Downstream Company’s Byelaws and all applicable law, the members of the Supervisory Board may regulate their proceedings as they think fit. Every member of the Supervisory Board shall receive notice of a meeting at least 30 Business Days for regularly scheduled meetings, 10 5 Business Days for ad hoc meetings (including meetings to appoint (i) the Interim CEO (as defined below) pursuant to ‎Section Section 6.05(b), (ii) the Post-ROSM Interim CEO (as defined below) pursuant to Section 6.06(b), (iii) the Post-ROSM Interim CFO (as defined below) pursuant to Section 6.06(c), or (iv) the CEO or CFO (as applicable) pursuant to Section 6.06(a) and/or Section 6.06(d) (as applicable)) (and at least 3 Business Days’ notice for ad hoc meetings where any 3 members of the Supervisory Board or the Chairperson reasonably consider that the matter(s) to be discussed is of a commercially urgent nature) before the intended date of the meeting. Notice of a meeting of the Supervisory Board is deemed to be duly given to a member of the Supervisory Board if it is sent in writing to him at his last known address or other address given by him to the Downstream Co Company for that purpose or given to him by electronic means to an address given by him to the Downstream Co Company for that purpose. The notice shall state the time, date, place and agenda of the meeting, attaching copies, where possible, of the documents or proposals to be considered or discussed. A member of the Supervisory Board may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively, and this requirement for notice can be dispensed with if all the members of the Supervisory Board are present at the meeting. (cb) The members of the Supervisory Board shall cause to be maintained minutes of all meetings ofof the Supervisory Board, and of all meetings of all committees of, of the Supervisory Board, that should be signed by all the members of the Supervisory Board that were present at the meeting including those who attended the meeting via teleconference or videoconference. (dc) The formal language of any meeting of the Supervisory Board shall be English (with contemporaneous interpretation into Portuguese at the request of any member of the Supervisory Board); provided that the minutes of the meetings shall be in English and Portuguese (but the Portuguese shall prevail).

Appears in 1 contract

Samples: Shareholders’ Agreement (Cosan S.A.)

Meetings of the Supervisory Board. (a) The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three members of the Supervisory Board or the Chairperson. Meetings shall be held at the headquarters of the Joint Venture or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (i) otherwise agreed by Cosan and Shell or (ii) if the meeting is called with less than 10 Business Days’ notice pursuant to paragraph ‎(b(a) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in person. (ba) Subject to the provisions of this Agreement, the Downstream Byelaws and all applicable law, the members of the Supervisory Board may regulate their proceedings as they think fit. Every member of the Supervisory Board shall receive notice of a meeting at least 30 Business Days for regularly scheduled meetings, 10 Business Days for ad hoc meetings (including meetings to appoint (i) the Interim CEO (as defined below) pursuant to ‎Section Section 6.05(b), (ii) the Post-ROSM Interim CEO (as defined below) pursuant to Section 6.06(b), (iii) the Post-ROSM Interim CFO (as defined below) pursuant to Section 6.06(c), or (iv) the CEO or CFO (as applicable) pursuant to Section 6.06(a) and/or Section 6.06(d) (as applicable)) (and at least 3 Business Days’ notice for ad hoc meetings where any 3 members of the Supervisory Board or the Chairperson reasonably consider that the matter(s) to be discussed is of a commercially urgent nature) before the intended date of the meeting. Notice of a meeting of the Supervisory Board is deemed to be duly given to a member of the Supervisory Board if it is sent in writing to him at his last known address or other address given by him to the Downstream Co for that purpose or given to him by electronic means to an address given by him to the Downstream Co for that purpose. The notice shall state the time, date, place and agenda of the meeting, attaching copies, where possible, of the documents or proposals to be considered or discussed. A member of the Supervisory Board may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively, and this requirement for notice can be dispensed with if all the members of the Supervisory Board are present at the meeting. (cb) The members of the Supervisory Board shall cause to be maintained minutes of all meetings of, and of all meetings of all committees of, the Supervisory Board. (dc) The formal language of any meeting of the Supervisory Board shall be English (with contemporaneous interpretation into Portuguese at the request of any member of the Supervisory Board); provided that the minutes of the meetings shall be in English and Portuguese (but the Portuguese shall prevail).

Appears in 1 contract

Samples: Shareholders’ Agreement (Cosan S.A.)

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Meetings of the Supervisory Board. (a) The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three four members of the Supervisory Board or the Chairperson. Meetings shall be held at the headquarters of the Joint Venture Company or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (i) otherwise agreed by Cosan and Shell teleconference or (ii) the meeting is called with less than 10 Business Days’ notice pursuant to paragraph ‎(b) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in personvideoconference. (ba) Subject to the provisions of this Agreement, the Downstream Company’s Byelaws and all applicable law, the members of the Supervisory Board may regulate their proceedings as they think fit. Every member of the Supervisory Board shall receive notice of a meeting at least 30 Business Days for regularly scheduled meetings, 10 5 Business Days for ad hoc meetings (including meetings to appoint (i) the Interim CEO (as defined below) pursuant to ‎Section Section 6.05(b), (ii) the Post-ROSM Interim CEO (as defined below) pursuant to Section 6.06(b), (iii) the Post-ROSM Interim CFO (as defined below) pursuant to Section 6.06(c), or (iv) the CEO or CFO (as applicable) pursuant to Section 6.06(a) and/or Section 6.06(d) (as applicable)) (and at least 3 Business Days’ notice for ad hoc meetings where any 3 members of the Supervisory Board or the Chairperson reasonably consider that the matter(s) to be discussed is of a commercially urgent nature) before the intended date of the meeting. Notice of a meeting of the Supervisory Board is deemed to be duly given to a member of the Supervisory Board if it is sent in writing to him at his last known address or other address given by him to the Downstream Co Company for that purpose or given to him by electronic means to an address given by him to the Downstream Co Company for that purpose. The notice shall state the time, date, place and agenda of the meeting, attaching copies, where possible, of the documents or proposals to be considered or discussed. A member of the Supervisory Board may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively, and this requirement for notice can be dispensed with if all the members of the Supervisory Board are present at the meeting. (cb) The members of the Supervisory Board shall cause to be maintained minutes of all meetings ofof the Supervisory Board, and of all meetings of all committees of, of the Supervisory Board. (dc) The formal language of any meeting of the Supervisory Board shall be English (with contemporaneous interpretation into Portuguese at the request of any member of the Supervisory Board); provided that the minutes of the meetings shall be in English and Portuguese (but the Portuguese shall prevail).

Appears in 1 contract

Samples: Shareholders’ Agreement (Cosan S.A.)

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