Organizational Regulations Clause Samples

Organizational Regulations. The Board of Directors shall organize itself and delegate the management of the Company to the Management pursuant to rules of procedure / organizational regulations (règlement d’organisation; the “Organizational Regulations”), which shall provide in particular that: (a) the Board of Directors shall meet at least 6 (six) times per year (including at least 4 (four) face-to-face meetings) or at such other higher frequency as the majority of the Directors may deem appropriate; (b) the meeting of the Board of Directors shall be held at the Company’s registered office or at such other place as the majority of the Directors shall agree; (c) each Director may call a telephone conference meeting, stating the agenda and reasons for calling such meeting with at least three (3) days prior notice or with such other antecedence as the majority of the Directors shall decide; (d) the board meetings will take place in the English language and all written communications and minutes will be in English, other than as required by applicable law; (e) the Company will reimburse all Directors and board observers (who are not members of the Management) for their reasonable expenses to carry out their duties as Directors (including as members of any committees of the Board of Directors), including but not limited to accommodation, travel, and communication expenses; such expenses shall however be capped at CHF 10’000,- per attendee per meeting; (f) the Outside Directors shall receive reasonable compensation (to be approved by the Board of Directors) for duties carried out on behalf of the Company; (g) subject to Article 5.4, a majority of the Board of Directors shall be necessary to recommend to approve, amend or waive any provision of the Articles of Incorporation or of the Organizational Regulations; (h) the Board of Directors shall establish a compensation committee, to be composed of two Preferred Directors and one Outside Director (the “Compensation Committee”); (i) the Board of Directors shall establish an audit committee, to be composed of two Preferred Directors and one Outside Director (the “Audit Committee”); (j) The Board of Directors shall appoint one of its members to be responsible for oversight of a Code of Ethical Conduct and for reporting on a regular basis to the Board of Directors, to the Preferred Shareholders on the Company’s management of any Environmental, Social and Governance issues (“ESG Issues”). The Board of Directors and the Preferred Shareholders will...