Nominating and Corporate Governance Committee. The Board of Directors, by resolution adopted by a majority of the Entire Board of Directors, has designated a Nominating and Corporate Governance Committee comprised solely of Independent Directors, which committee shall oversee the Company’s commitment to good corporate governance, develop and recommend to the Board a set of corporate governance principles and oversee the evaluation of the performance of the Board of Directors. The Nominating and Corporate Governance Committee shall have the duties and responsibilities enumerated in its charter, as amended from time to time by the Board of Directors. Subject to Section 6.8, the Nominating and Corporate Governance Committee will solicit recommendations for director nominees (other than the Appointed Director) from the Chairman and the Chief Executive Officer. The Nominating and Corporate Governance Committee may also recommend to the Board specific policies or guidelines concerning the structure and composition of the Board of Directors or committees of the Board of Directors, and the tenure and retirement of directors (other than the Appointed Director) and matters related thereto.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consist of three or more members appointed annually by the Foundation Board. The Committee shall prepare a slate of Directors to be presented at the meeting held immediately prior to the Annual Meeting and a slate of officers to be presented at the Annual Meeting of the Foundation Board. The Committee shall have such other duties as are set forth in a charter approved by the Foundation Board, which is found in the IEEE Foundation Operations Manual.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall be comprised of three (3) Directors, each of whom shall be an Independent Director and satisfy the requirements of applicable law and any applicable Exchange rules. One (1) member of the Nominating and Corporate Governance Committee shall be a Series B Director and two (2) members of the Nominating and Corporate Governance Committee shall be At-Large Directors.
Nominating and Corporate Governance Committee. Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxx and Xx. Xxxxxxx to the Nominating and Corporate Governance Committee of the Board and to appoint Xx. Xxxx as its chairman. During the Standstill Period, unless otherwise agreed by the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee shall be comprised of four directors, consisting of Xx. Xxxx, Xx. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxx.
Nominating and Corporate Governance Committee. No later than June 30, 2019, the Company shall establish a Nominating and Corporate Governance Committee of the Company Board (the “Nominating and Corporate Governance Committee”). The Nominating and Corporate Governance Committee shall at all times include one director who meets the independence requirements of the NYSE and shall initially be comprised of Xxxxxxx Xxxx (who shall be the Chairman of the Nominating and Corporate Governance Committee), Xxxx Xxxxxx and one independent director who meets the independence requirements of the NYSE. The Nominating and Corporate Governance Committee shall, in addition to any other responsibilities delegated by the Company Board to the Nominating and Corporate Governance Committee, select, or recommend that the Company Board select, the Group IV Director (as defined in the Amended and Restated Charter) nominee for election or re-election to the Company Board at each annual meeting of stockholders of the Company, beginning with the second annual meeting of stockholders of the Company occurring after Closing.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall nominate Manager candidates and review and determine whether to offer a voting recommendation to the Members for Manager candidates proposed by a Member. The Nominating and Corporate Governance Committee shall also be charged with reviewing any transaction involving the Company and an Affiliate in accordance with the policy set forth in Section 8.05(d). The Nominating and Corporate Governance Committee must, at all times, consist of at least two Managers, all of whom must be Independent Managers.
Nominating and Corporate Governance Committee. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate a Nominating and Corporate Governance Committee comprised of such directors as may be determined from time to time by the Board of Directors; provided, however, that the composition of the Nominating and Corporate Governance Committee shall, to the extent required, comply with the requirements of the national securities exchange or stock market on which the Company’s securities may be listed, if applicable, and federal securities and other laws, rules and regulations. The Nominating and Corporate Governance Committee shall have the powers and perform the duties set forth in the nominating and corporate governance committee charter adopted by the Board of Directors.
Nominating and Corporate Governance Committee. The Board shall maintain a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) that shall oversee the discharge of the responsibilities of the Board relating to nomination of director candidates, including, without limitation, compliance with Section 5.1, and the corporate governance of the Company. The Nominating and Corporate Governance Committee shall be comprised of four (4) directors, consisting of two (2) Walgreens Directors and two (2) Non-Walgreens Directors, subject to applicable exchange rules and law.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other matters: • identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors; and • developing and recommending to our Board of Directors a set of corporate governance guidelines and principles. Our Nominating and Corporate Governance Committee consists of J. Xxxxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx (‘‘Raj’’) Xxxxxxx and Xxxxxx Xxxxxxx, with Xx. Xxxxxxx serving as Chair. As a controlled company, we rely upon the exemption from the NYSE requirement that we have a nominating and corporate governance committee composed entirely of independent directors. The Nominating and Corporate Governance Committee did not meet during the fiscal year ended March 1, 2014.
Nominating and Corporate Governance Committee. The Company covenants and agrees that for so long as the Investors satisfy the Continued Ownership Requirement, a majority of the members of the Nominating and Corporate Governance Committee of the Board shall consist of Investor Nominees or Investor Replacement Nominees.
