Proposal for Positions in Banco de Chile Sample Clauses

Proposal for Positions in Banco de Chile. Citigroup Chile shall be entitled to propose the appointment of the Citigroup Designated Officers. The Chilean Joint Venture Entities shall have the right to request the removal of one or more of the Citigroup Designated Officers. For such purposes, the Parties agree to the following: (i) if, in the opinion of the CEO (Gerente General) of Banco de Chile or its Board of Directors, one or more of Citigroup Designated Officers does not adequately perform his duties, whether in connection with his results or in connection with his integration with the Chilean Joint Venture Entities, the CEO (Gerente General) or the Board of Directors shall so notify the Parties; (ii) the Parties shall in good faith seek to find a solution; (iii) if the Parties do not reach an agreement regarding the measures to be adopted, the CEO (Gerente General) or the Board of Directors, within their corresponding areas of responsibility, may remove such Officer; and (iv) in any event, Citigroup shall retain the right to designate a replacement for such Officer. With respect to the CEO (Gerente General) and the first level officers, the Parties shall urge the corresponding Board of Directors to set annual objectives and goals that are appropriate to their respective functions and in line with the strategies and budgets of each of the Chilean Joint Venture Entities. If any of such officers: (A) fails to meet the goals set during any of three (3) out of five (5) consecutive years; or (B) there is a repeated, unjustified and material failure to apply the Approved Policies and Procedures (it being agreed that only a legal requirement or event of force majeure shall be considered a valid justification for failure to comply with the Approved Policies and Procedures), the Party that did not propose such officer shall be entitled to request his removal and the other Party shall cooperate with such course of action, in which case the Parties shall urge to have the Person who will replace such officer to be designated by the appropriate Party, as determined in accordance with this paragraph.
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