Organizational Structure and Governance Plan
Organizational Structure and Governance Plan Sample Clauses
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Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.
Governance Structure The Academy shall be organized and administered as a Michigan nonprofit corporation under the direction of the Academy Board and pursuant to the governance structure as set forth in the Bylaws. The Academy’s Board of Directors shall meet monthly unless another schedule is mutually agreed upon by the President and the Academy. The Academy shall not delegate this duty of organization and administration of the Academy without the express affirmative consent of the University.
Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.
Capital Structure (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.
Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:
General structure The General Assembly is the decision-making body of the consortium The Coordinator is the legal entity acting as the intermediary between the Parties and the Funding Authority. The Coordinator shall, in addition to its responsibilities as a Party, perform the tasks assigned to it as described in the Grant Agreement and this Consortium Agreement. [Option: The Management Support Team assists the General Assembly and the Coordinator.]
Human and Financial Resources to Implement Safeguards Requirements 6. The Borrower shall make available necessary budgetary and human resources to fully implement the EMP and the RP.
GOVERNANCE ARRANGEMENTS Enforceability of the Agreement
Monitoring and evaluation arrangements Monitoring of the targets and milestones identified within this Access Agreement is incorporated within the University’s operational and strategic reporting, which ensures that this important area of work is considered appropriately within our decision-making. As a result, performance data on progress against these targets are used by the University Board, Academic Board and its sub- committees, the Senior Leadership Team, Colleges, Schools and Services, as well as by the University’s Access Agreement Working Group. Our Access Agreements are monitored through reports to the university’s Student Experience Committee, which is a sub-committee of Academic Board and is chaired by the Deputy Vice- Chancellor (Academic). The Students’ Union is represented on this Committee. Overall responsibility for the Access Agreement resides with our Deputy Vice-Chancellor (Academic). The detailed work to develop our Access Agreements and coordinate evaluation of the impact of work in this area is undertaken by a working group, which is chaired by our Deputy Vice-Chancellor (Academic). This group includes representatives of university services responsible for the operational delivery of the activities described and the Students’ Union. We are continuing to enhance our ability to monitor impacts at the more detailed level, through arrangements to track the progress of students involved in specific initiatives or in receipt of financial support and overall monitoring of any differentials in levels of access, retention, attainment and progression by equality characteristics and other factors known to impact on these aspects of the student lifecycle. As part of this, we are committed to using the ‘closing the gap’ methodology recently developed for OFFA, to ensure that we understand the impact of our financial support arrangements on the success of those of our students who benefit. To date, we have already undertaken significant evaluation of the impact of our financial support and this has led to a complete change in our approach. As referred to in the Financial Support section, above, we have now focused all our financial support on incentivising progression and we require all students in receipt of additional payments to identify how this funding has benefitted them – overwhelmingly these case studies report that such funding makes it possible for them to continue their studies. The primary group of students applying for additional support are parents and others with caring responsibilities and we have tailored support to their needs, for example, making hardship payments during the summer, to prevent them needing to claim benefits and therefore leave their courses. We have recently commenced a longitudinal study to identify the impact of these interventions. We monitor annually the progression of students from HE courses offered through partner organisations to ‘top-up’ courses at UCLan and progression of students from the foundation year programmes. We are aware that a greater proportion of our foundation year students withdraw early and are working to identify any particular groups which may require intervention and support. The University is exploring its institutional data in more detail to identify different aspects of under- representation within the access, success and progression remits to inform our approaches moving forward. As referenced earlier in the document, we also draw on findings from national research and evaluation to ensure we are able to maximise the impact of our activities and resources and support our students effectively in fulfilling their full potential. We are in the process of implementing the HEAT database, and intend to use this to provide longitudinal tracking and enable us to assess the effectiveness and impact of our access and student success initiatives. To support this, we will be taking a research approach to our evaluation and have appointed new members of staff to take this forward. We plan to undertake randomised control trials and will extend this methodology if preliminary data looks promising. As we have referenced throughout this agreement, we regularly collect feedback on the impact of individual initiatives and programmes of activity and take soundings from students on the appropriateness and effectiveness of the support arrangements we have established. We also work closely with the Students Union to ensure the Student Voice is represented within our review and evaluation processes. EQUALITY AND DIVERSITY In designing this access agreement, the university has paid due regard to equality and diversity. UCLan is strongly committed to its equality and diversity responsibilities across the full range of its activities as a provider of higher education. Throughout the student lifecycle we actively promote equality, diversity and inclusion by providing diverse entry routes to our degree courses and a suite of interventions and support tailored to ensure students achieve their full potential regardless of prior attainment. Our access agreement is closely linked to our equality and diversity work. For example, we have expanded the suite of foundation entry year courses to provide non-standard access to all our undergraduate degrees. The study skills and learning support to smooth the transition to higher education embedded within the curriculum are designed to further strengthen, and ensure, student success. Our access agreement and equality and diversity focus are both intended to fulfil our key commitment of providing equality of opportunity to all, supporting the rights and freedoms of our diverse community and fostering good relations and understanding between groups. We are meeting the specific duties of the Equality Act 2010 and Public Sector Equality Duty (2011) and publishing a breadth of student and staff equality and diversity information at: xxx.xxxxx.xx.xx/xxxxxxxxxxx0000 Our vision is strongly focused on achieving equality of outcomes. Our strategic equality and diversity objectives are as follows: Enriching our culture of valuing and engaging people – staff and students feel valued and engaged in terms of equality, diversity and inclusion. Ensuring fair processes and inclusion – enhancing UCLan’s working and study environment; increasing consistency and fairness in all that we do; ensuring our inclusion agenda is more prominent and broadly understood. Empowering people (protected groups) – empowering staff and students to succeed to the best of their abilities, irrespective of their characteristics. Embedding diversity, dignity and wellbeing – enhancing the way we embed diversity, dignity and wellbeing in all of our functions and services; ensuring everyone has a role to play in improving our environment, culture and behaviour. In support of this, we continue to lead, participate and engage in a range of internal and external equality networks, activities and events to promote equality, diversity and inclusion. We also strive to achieve a range of external equality awards and accreditations, such as the Equality Challenge Unit (ECU)’s Xxxxxx XXXX and Race Equality Charter Marks. We currently hold an Institutional Xxxxxx XXXX Bronze Award and are working towards several other awards. We also hold Stonewall Champions and Mindful Employer accreditations and are a Disability Confident Level 1 employer. This work allows us to focus our attentions to specific protected groups, benefiting both students and staff. We further participate in ECU projects such as our “Increasing Diversity: Recruiting students from under-representative groups” project. Our Students’ Union is active in its support for equality, diversity and inclusion. This year the Students’ Union developed an Equality, Diversity and Inclusion (EDI) Strategy and an action plan to improve EDI across the Students’ Union and student-led groups. Representation of underrepresented groups is facilitated through student led forums such as BME forum, Disabled Students Forum and Student Parent Forum. The democratically elected Students’ Council also includes part time officers focusing on the needs of BME, Trans, Lesbian, Gay and Bisexual, Disabled and Women students. In The Union Plan 2016-2020, The Students’ Union has also committed to ‘Provide free membership and guaranteed help for student led groups supporting under represented or socially marginalised identities.’ We undertake regular monitoring, produce meaningful student equality and diversity information across the range of student lifecycle stages and make this available to staff to interrogate and inform their approaches. E&D Leads in Academic areas monitor performance, benchmark it and identify areas of under-representation or disparities in satisfaction, retention or attainment locally between groups of students due to protected characteristics and socio-economic background. Reports feed into Committee structures and periodic course reviews evaluate trends and discuss actions planned. As noted above, institutionally we have identified that we have an ethnicity attainment gap between our UK-domiciled White and BME students, which we are committed to reducing. A University-wide working group is enabling us to take this work forward. By engaging closely with the sector and other HEIs we keep abreast of latest research and findings and share best practice with other HEIs in steps taken to address attainment differences. We are pleased to have been selected to participate in the ECU’s Increasing diversity: recruiting students from underrepresented groups project, through which we will be exploring opportunities to transfer methodologies used to increase Muslim student participation to other underrepresented groups. We will continue to monitor closely and evaluate activities to consider the impact on protected equality groups, which will help inform our work and provide an evidence-base to set future actions. PROVISION OF INFORMATION TO PROSPECTIVE STUDENTS UCLan is committed to publishing clear and accessible information to existing and prospective students on the fees we intend to charge and the financial support we offer. We do this through the following channels: ‘Student life’ and ‘Money’ pages on our website Talks and publications at Open and Applicant Days, and all on or off campus events Pre-entry information mailings and electronic communications to applicants and enquirers Public engagement events Displaying leaflets and guidance information in public places Staff advising students at recruitment fairs and open days or working with under- represented groups through a wide range of outreach activities. We are also committed to providing timely, accurate information to UCAS and the Student Loans Company so they can populate their course databases in good time to inform applicants. CONSULTING WITH STUDENTS Student views are highly valued within UCLan and are sought on a wide variety of matters, through a range of mechanisms including representation on all senior committees, such as Academic Board and University Board, feedback at course and School level, and meetings between the SU and the Senior Executive Team. In compiling this Access Agreement the University has, as with all previous Agreements, consulted with the Students’ Union and has valued the SU’s membership of and contributions to the working group developing the Agreement from the beginning of the process. The Students’ Union has committed to facilitating regular consultations with defined student groups i.e. mature / care leavers, through setting up student-led forums and networks, with a view to using these groups as sounding boards for access initiatives linked directly to them. Table 7 - Targets and milestones Institution name: University of Central Lancashire Institution UKPRN: 10007141 Table 7a - Statistical targets and milestones relating to your applicants, entrants or student body Reference number Stage of the lifecycle (drop-down menu) Main target type (drop-down menu) Target type (drop-down menu) Description (500 characters maximum) Is this a collaborative target? (drop- down menu) Baseline year (drop-down menu) Baseline data Yearly milestones (numeric where possible, however you may use text) Commentary on your milestones/targets or textual description where numerical description is not appropriate (500 characters maximum) 2017-18 2018-19 2019-20 2020-21 2021-22 T16a_01 Access Socio-economic HESA T1a - NS-SEC classes 4-7 (Young, full-time, first degree entrants) To remain above benchmark for the recruitment of full time students from low social classes. Because of data fluctuations, the baseline used is an average over the past three years (2011/12-2013/14). No Other (please give details in Description column) 42.3% 45% 45.5% 46% TBC TBC HESA has discontinued this metric and is currently reviewing alternative approaches. We intend to use the new HESA metric, unless this proves unsuitable. T16a_02 Access Low participation neighbourhoods (LPN) HESA T1a - Low participation neighbourhoods (POLAR3) (Young, full- time, first degree entrants) To remain above benchmark for the recruitment of full time students from low participation neighbourhood. Because of data fluctuations, the baseline used is an average over the past three years (2011/12- 2013/14). No Other (please give details in Description column) 17.4% 19% 19.5% 20% TBC TBC Our current strategic plan extends to 2020, so we will extend the series of targets in due course T16a_03 Student success Attainment raising HESA T5 - Projected degree (full-time, first degree entrants) To achieve year on year increases in the percentage of students expected to complete their degree. Because of data fluctuations, the baseline used is an average over the past three years (2011/12- 2013/14). No Other (please give details in Description column) 77.3% 81% 82% 83% TBC TBC Our current strategic plan extends to 2020, so we will extend the series of targets in due course T16a_04 Student success Attainment raising Other statistic - Ethnicity (please give details in the next column) To reduce the attainment gap between BME and White students (baseline 2010/11 qualifiers) No Other (please give details in Description column) 16.3% max 10% max 9% max 8% TBC TBC Our current strategic plan extends to 2020, so we will extend the series of targets in due course T16a_05 Progression Other (please give details in Description column) Other statistic - Progression to employment or further study (please give details in the next column) To increase the proportion of full-time first degree leavers in employment/further studies (HESA PI E1a). Baseline 2014/15 leavers (published in 2016). No 2014-15 92.2% 93.7% 94.2% 94.7% 95.2% TBC Our current strategic plan extends to 2020. Whilst this set of targets was develop more recently and is therefore over a slightly longer timeframe than the others, we do not plan extend the series of targets further until a more over-arching strategic review is undertaken
