Nomination and Compensation Committee Sample Clauses

Nomination and Compensation Committee. The Integrated Company shall establish a “Nomination and Compensation Committee” as an advisory committee reporting to the board of directors for the purpose of (i) the appointment and dismissal of directors, the president, CEO, representative director and chairman, and succession planning for the president and CEO, and (ii) to enhance the independence, objectivity and accountability of the determination of compensation and bonuses for directors and executives. The Nomination and Compensation Committee shall consist of four independent outside directors and members of the audit committee and two internal directors, and the chairperson shall be an independent outside director. Regarding the appointment and dismissal of Nomination and Compensation Committee members, members shall be appointed by the approval of more than two- thirds of the directors in accordance with internal regulations, and when the board of directors considers a resolution involving appointment or dismissal the Integrated Company shall notify the JV Company of the details in advance. Immediately following the effective date of the Share Exchange, the two internal director members of the Nomination and Compensation Committee shall be Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx. Resolutions of the Nomination and Compensation Committee shall be passed by a majority of committee members.
Sample 1
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Nomination and Compensation Committee. The Board shall designate a nomination and compensation committee (the “Nomination and Compensation Committee”). Regular meetings of the Nomination and Compensation Committee shall be held at least semi-annually during each Fiscal Year. Subject to the other terms and conditions of this Agreement, including, without limitation, Section 2.14 and Section 5.07(b) hereof, the purpose of the Nomination and Compensation Committee shall be, among other things, (a) to review and recommend to the Board the appropriate salary, bonus and benefit levels of the Senior Management of the JVCO Entities; (b) to formulate and recommend to the Board the overall compensation principles and benefit plans for the employees of the JVCO Entities; and (c) when required due to a vacancy, to nominate to the Board replacement members of the Senior Management of the JVCO Entities. Notwithstanding anything to the contrary set forth herein, the Nomination and Compensation Committee shall not be authorized or permitted to nominate, elect, designate or otherwise appoint any Director to serve on the Board or on the board of directors of any Subsidiary of the JVCO.
Sample 1
Nomination and Compensation Committee. 3.11 Non-participation Issuance........................................... 5.07(c) Non-selling Shareholder.............................................. 5.04(b) Notice of Exercise................................................... 5.04(b) OEM Committee........................................................ 3.13
Sample 1
Nomination and Compensation Committee. The Board shall designate a nomination and compensation committee (the "Nomination and Compensation Committee"), which shall be composed of two or more members, at least one of whom shall be a Huawei Holding Director and at least one of whom shall be a 3Com Director, subject to the terms of Section 3.09. Regular meetings of the Nomination and Compensation Committee shall be held at least semi-annually during each fiscal year. The purpose of the Nomination and Compensation Committee shall be, among other things, to (a) review and recommend to the Board the appropriate salary, bonus and benefit levels of the senior management of the JVCO and the WFOE, (b) formulate the overall compensation principles and benefit plans for the employees of the JVCO and the WFOE and (c), subject to Section 3.18 below, when required due to a vacancy, nominate and appoint replacement members of the Executive Management. Notwithstanding anything to the contrary set forth herein, the Nomination and Compensation Committee shall not be authorized or permitted to nominate, elect, designate or otherwise appoint any Director to serve on the Board (or on the board of directors of the WFOE or any of its Affiliates or successors in interest).
Sample 1

Related to Nomination and Compensation Committee

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Transition Committee 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Executive Compensation Until such time as the Investor ceases to own any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior Executive Officers comply in all respects with Section 111(b) of the EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does not comply therewith. “Senior Executive Officers” means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.

  • Committees 1. The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods. 3. Except as otherwise provided in this Agreement, the Committees shall convene in regular session once a year at the same time the Free Trade Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting. The sessions may be held by any technological means available to the Parties. 4. When necessary, the Committees created hereby shall consult with such other Committees as needed to address the issues they handle.

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