RELATIONSHIP WITH BOARD. Subject to Section 8 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, governors, officers and employees of the Advisor or an Affiliate of the Advisor, may serve as a Trustee and as officers of the Company, except that no governor, officer or employee of the Advisor or an Affiliate of the Advisor who also is a Trustee or officer of the Company shall receive any compensation from the Company for serving as an officer other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board, Shareholders and Partners, and shall not be deemed an Independent Trustee for purposes of satisfying the director independence requirement set forth in the Governing Instruments or the Operating Partnership Agreement.
RELATIONSHIP WITH BOARD. The Audit Committee will have the responsibility to make recommendations to the Board on the audited financial statements, to present a summary of any independent audit issues, and present a summary of any material internal audit issues or any special investigations. Approval of the Board of Directors is required for any changes to the Audit Committee Charter and for expenditures for special investigation utilizing services outside of the independent auditors. Part B of Exhibit 12. Committee Membership: Independent Directors elected by the Board of Directors of JohnsonDiversey Holdings, Inc. and one Unilever Director (as defined in the Stockholders’ Agreement dated May 3, 2002, between Xxxxxxx Professional Holdings, Inc. and its stockholders)
RELATIONSHIP WITH BOARD
