Nomination Committee. For so long as the Shareholder Group has the right to nominate at least one Shareholder Group Nominee pursuant to Section 2.1(a)(i), the Shareholder Group shall not, and shall use its best efforts to cause its Affiliates not to, designate individuals for nomination to the Board (nor participate in nominating, nor encourage any other Person to recommend or propose for nomination, any individuals to the Board) other than pursuant to its rights under Section 2.1(a)(i) or otherwise with the approval of the Nominating Committee. In the event that an Affiliate of the Shareholder Group takes any of the foregoing actions notwithstanding the Shareholder Group’s best efforts, the Shareholder Group shall vote its Shares with respect to those nominees as directed by the Nominating Committee.
Nomination Committee. 6.4.1 The Company shall have a nomination committee which shall be responsible to present at least the following proposals prior to each annual general meeting of the Company: (a) proposal for election of the Board, (b) proposal for chairman of the Board, (c) proposal for director’s fees to each of the directors and the chair of the Board.
6.4.2 The Board shall prepare and propose principles for the appointment of a nomination committee to be adopted at the Company’s annual general meeting. The principles shall stipulate that the nomination committee shall consist of the three (3) largest Holders of Preference Shares.
Nomination Committee. Following a decision at the Annual General Meeting on April 23, 2013 a Nomination Committee shall be organized. The Nomination Committee shall consist of one representative from each of the three major shareholders per August 31, 2013 as well as the Chairman of the Board. Accordingly the Nomination Committee consists of Xxxx Xxxxxx (private holdings), Xxx Xxxxxxx (Xxxxxx Xxxxxx) and Xxxxxxxx Xxxxxxx (private holdings). These represent the largest shareholders in the Company as of August 31, 2013, that have accepted participation in the Nomination Committee. The Chairman of the Board, Xxxx Xxxxxxxx, is also represented in the Nomination Committee, and is the convener. Precise Biometrics is exposed to both commercial and financial risks, which to a large extent lie outside the reach and influence of the company. There is no guarantee that the current capital will be sufficient until the Company achieves a positive cash flow. For a full account of identified risks, please refer to the Annual Report for 2012, which was submitted March 25, 2013. No further essential risks or uncertainties have arisen after the submission of the Annual Report. Year-end Report February 7, 2014 Q1 2014 April 29, 2014
Nomination Committee. Lemminkäinen’s Nomination Committee prepares a proposal for the Annual General Meeting of the nominees for Lemminkäinen’s Board of Directors and their remuneration. When preparing its proposal to the Annual General Meeting of Lemminkäinen, the Nomination Committee reviews the size and composition of the Board of Directors, in order to secure that the skills and competencies of the members of Lemminkäinen’s Board of Directors meet the current and future needs of Lemminkäinen. When considering the skills and competences of the members, the Nomination Committee considers, among other things, the educational background, professional experience, age, gender, independence and availability. According to Lemminkäinen’s Board of Directors charters, both genders shall be represented on Lemminkäinen’s Board of Directors. The Nomination Committee convenes at least once a year. It consists of a Chairman and two to four members appointed by Lemminkäinen’s Board of Directors. The majority of the members of the Nomination Committee must be independent of Lemminkäinen. Lemminkäinen’s President and CEO or other members of Lemminkäinen’s management may not be members of the Committee. On March 28, 2017, the Board of Directors elected Berndt Brunow (Chairman), Noora Forstén, Heppu Pentti and Kristina Pentti-von Walzel to serve as members of the Nomination Committee. Berndt Brunow is independent of Lemminkäinen and its major shareholders. Noora Forstén, Heppu Pentti and Kristina Pentti-von Walzel are independent of Lemminkäinen, but they are not independent of major shareholders of Lemminkäinen.
Nomination Committee. Ms. Xxxx Xxxx has been appointed as the chairwoman of the Nomination Committee in place of Xx. Xxxxxxx Xx Bee Soon who has ceased to be the chairman of the Nomination Committee with effect from 30 September 2020. The other members of the Nomination Committee, namely Xx. Xxx Xxxxx Xxxxx and Xx. Xxx Xx Xxxx, remain unchanged.
Nomination Committee. The Nomination Committxx assisxx xxx Board of Directors in the selection and nomination of directors. The Nominating Committee is comprised of Messrs. Jenkins, Johnson and Edward P. Rea.
Nomination Committee. US GP JV Board and RoW Board shall each establish and maintain a nomination committee. The membership of the nomination committee of the US GP Board and the RoW Board shall comprise of at least one Investor Director and, for so long as the WPP Securityholders together with their respective Permitted Transferees in aggregate hold at least 20% of the Securities, one WPP Director provided that the Directors appointed to the nomination committee for one Company shall also sit on the nomination committee for the other Company. The scope and powers of each nomination committee shall be determined from time to time by the relevant Board.
Nomination Committee. The Nomination Committee is chaired by Mr. Wang An, an executive Director, and comprises Mr. Gong Fan and Mr. Li Tong Ning, both independent non-executive Directors, as members. The role of the committee is to make recommendations to the Board on the appointment of Directors, evaluation of Board composition and the management of Board succession with reference to certain guidelines as endorsed by the Nomination Committee. These guidelines include appropriate professional knowledge and industry experience, personal ethnics, integrity and personal skills, and time commitments of members. The Nomination Committee carries out the process of selecting and recommending candidates for directorship including the consideration of referrals and engagement of external recruitment professional when necessary. The Nomination Committee met once in 2015 to discuss the Board structure, size and composition and to evaluate the independence status of the independent non-executive Directors. As at the date of this report, the Company has adopted a board diversity policy (the “Board Diversity Policy”) which sets out its approach to achieve and maintain diversity on the Board. The Company recognizes and embraces the benefits of having a diverse Board to enhance the quality of its performance. Below is the summary of the Board Diversity Policy: 薪酬及考核委員會每年均會根據本公司之酬金政策檢討及批准各董事之基本薪酬。根據本公司與各董事之間所訂立之服務合約，各董事有權獲取固定基本薪酬。 根據本公司與各董事之間訂立之服務合約，公司董事會可視公司業績及董事盡職情況決定對董事分紅。截至二零一五年十二月三十一日止年度，董事並沒有收取任何酌情花紅。 於二零一四年及二零一五年支付予各董事之酬金詳情請見財務報表附註五、37。 提名委員會由執行董事王安先生出任主席，委員包括獨立非執行董事龔凡先生及李同寧先生。委員會的角色是，根據委員會認可的若干標準，向董事會就委任董事、評估董事會的組合及董事會成員替換作出建議。有關標準包括董事之適當專業知識及行業經驗、個人操守、誠信及技能，以及付出足夠時間之承諾。提名委員會負責挑選及推薦董事人選，包括考慮經他人推薦的人選及有需要時使用招聘公司的服務。提名委員會在二零一五年舉行一次會議，討論了董事會的架構、人數及組成，並就獨立非執行董事的獨立性進行了評核。 於本報告日，本公司已採納了董事會成員多元化政策（「董事會成員多元化政策」），以定出董事會成員多元化的達成及維持方向。本公司確認和認同董事會成員多元化能促進其表現。以下是董事會成員多元化政策的撮要： 40 Yantai North Andre Juice Co., Ltd. 烟台北方安德利果汁股份有限公司 Corporate Governance Report Selection of candidates for directorship will be based on a wide range of factors, including but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge and service term. The Nomination Committee will review the diversity of the Board and report to the Board the composition of the Board members and monitor the implementation of the Board Diversity Policy. The Nomination Committee considers that the current Board composition has provided the Company with a good balance and diversity of skill and ...
