Members of the Board of Executive Officers; Voting; etc Sample Clauses

Members of the Board of Executive Officers; Voting; etc. (i) The Board of Executive Officers of the Company shall consist of six (6) Executive Officers, three (3) of which shall be nominated by Toshiba, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Executive Officers of the Company may be changed by mutual agreement of the Members. (ii) Executive Officers shall be elected to serve until complete adjournment of the annual General Meeting of Members for the Fiscal Year last to end within one (1) year after his or her assumption of the office of Executive Officer, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of the shokumu shikko sha under the Companies Act, as applicable, each Executive Officer shall serve at the pleasure of the designating Member and may be removed as such, with or without cause, and his or her successor designated, by the designating Member. Each Member shall have the right to designate a replacement Executive Officer in the event of any vacancy among such Member’s appointees. (iv) Each Member shall bear any cost incurred by any Executive Officer nominated by it to serve on the Board of Executive Officers, and no Executive Officer shall be entitled to compensation from the Company for serving in such capacity. **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (v) Each Member shall notify the other Member and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Executive Officer that such Member has nominated. Each Member shall promptly notify the other Member and the Company of any change in such Member’s nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Executive Officers, each Executive Officer shall have one vote. Unless otherwise required under Japanese law, unanimous agreement of all Executive Officers is required for valid action to be taken by the Board of Executive Officers. (vii) At any meeting of the Board of Executive Officers, each Executive Officer may exercise his or her vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Executive Officer and/or other document establishing his or her power of representation; and provi...
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Related to Members of the Board of Executive Officers; Voting; etc

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

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