Remuneration Committee i. The board may set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment.
ii. To avoid conflicts of interest, the remuneration committee, which would determine the remuneration packages of the executive directors may comprise of at least three directors, all of whom should be non-executive directors, the Chairman of committee being an independent director.
iii. All the members of the remuneration committee could be present at the meeting.
iv. The Chairman of the remuneration committee could be present at the Annual General Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide who should answer the queries.
Remuneration Committee. The Remuneration Committee pursuant to article 38 of the CLA, handles bonus reports from parties to other CLAs. The Remuneration Committee can be contacted by post at PO Box 144, 1170 AC Badhoevedorp and by e-mail at xxxxxxxx@xxx.xx.
Remuneration Committee i. Brief description of terms of reference ii. Composition, name of members and Chairperson
Remuneration Committee. (a) A remuneration committee (the “Remuneration Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board.
(b) The Remuneration Committee shall comprise:
(I) two independent Directors; and
(II) one representative nominated by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor.
(c) The Chairman of the Remuneration Committee shall be an independent Director who is not a TPG Investor Director, KKR Investor Director or, REA Director.
(d) The Board or any two (2) members of the Remuneration Committee may from time to time convene a meeting of the Remuneration Committee.
(e) The quorum necessary for the transaction of the business of the Remuneration Committee shall be the presence in person, or by proxy, of at least a majority in number of the members of the Remuneration Committee.
Remuneration Committee. (i) The Remuneration Committee shall be comprised of: (i) the Chief Executive Officer of the Company, (ii) three (3) KELP Voting Managers or KELP Advisory Managers who shall be appointed and may be removed, for any reason or no reason, by a majority vote of the KELP Voting Managers and the KELP Advisory Managers, provided that any such removal from or appointment to the Remuneration Committee shall be subject to approval by OMAM in its sole discretion, and (iii) one (1) OMAM Manager who shall be appointed and may be removed, for any reason or no reason, by OMAM in its sole discretion. The Remuneration Committee shall meet at least twice a year during or prior to the time of each of the Trading Windows in such year.
(ii) The Remuneration Committee shall make all decisions with respect to the following matters:
(A) compensation of Company employees, including, without limitation,
(1) the allocation among Company employees of the bonus pool from the Bonus Plan;
(2) changes to base salaries or employee benefits and
(3) approval of the portion of bonuses of Company employees who do not hold Interests indirectly through the KELP;
(B) allocation of KELP interests offered by the KELP among Eligible Employees and offered by any Limited Partner to any Eligible Employee who is a consultant to the Company, for each Trading Window (including over multiple Trading Windows) consistent with the Succession Plan adopted by the Executive Committee;
(C) designation of Eligible Employees who may purchase KELP interests from the KELP or from any other Person for each Trading Window (including over multiple Trading Windows) consistent with the Succession Plan adopted by the Executive Committee and, consistent with the KELP Agreement, a prioritization of such Eligible Employees and Employed Limited Partners for each such Trading Window (for each such Trading Window, a “Priority Buyer List”);
(D) establishment and modification of the maximum ownership of KELP interests for each Eligible Employee based on the maximum Interests in the Company that may be held indirectly by each such Eligible Employee (it being agreed that the Remuneration Committee shall consider the Succession Plan in establishing and modifying such maximum ownership percentages and, in computing maximum ownership percentages, interests in the KELP that have been redeemed shall be deemed to be outstanding for purposes of maximum ownership limits so long as those interests are made available for reissuance during ea...
Remuneration Committee. The Remuneration Committee: pursuant to article 20 of the Collective Labour Agreement handles skilled workers notifications from parties to another Collective Labour Agreement; pursuant to article 7 of Appendix II of the Collective Labour Agreement handles dispensation requests from the CLA parties concerning the standards table. The Remuneration Committee can be reached by post at PO Box 144, 1170 AC Badhoevedorp and by e-mail at xxxxxxxx@xxx.xx.
Remuneration Committee. The Remuneration Committee pursuant to article 38 of the CLA, handles bonus reports from parties to other CLAs. The Remuneration Committee can be contacted by post at PO Box 144, 1170 AC Badhoevedorp and by e-mail at xxxxxxxx@xxx.xx. Dispensation Committee The Dispensation Committee: ■ pursuant to article 4 of the CLA handles dispensation requests from the Collective Labour Agreement for Temporary Agency Workers filed by parties to another CLA; ■ pursuant to articles 36 and 37 of the CLA handles dispensation requests from private employ- ment agencies concerning application of the regulation concerning irregular working hours and overtime bonus. The Dispensation Committee can be contacted by post at PO Box 144, 1170 AC Badhoevedorp and by e-mail at xxxxxxxxxxxxxxxxxxxx@xxx.xx.
Remuneration Committee. The remuneration committee (the “Remuneration Committee”) shall be vested with oversight functions for remuneration matters of the Group Companies, including but not limited to, establishment and approval of the compensation plan for employees and Senior Management Personnel and non-executive directors of the Group Companies, and administration of the Group Companies’ equity incentive plans. The Remuneration Committee shall consist of five (5) members, three (3) of which are Preferred Share Directors, including two (2) Series C Directors and one (1) Existing Preferred Share Director. A Series C Director in the Remuneration Committee shall serve as the chairman thereof, who shall not have any casting vote. The remaining two (2) members of the Remuneration Committee shall be the Ordinary Share Directors. All decisions of the Remuneration Committee must be approved by a majority of the members of the Remuneration Committee, including at least one (1) Series C Director and one (1) Existing Preferred Share Director.
Remuneration Committee. The board should set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment. To avoid conflicts of interest, the remuneration committee, which would determine the remuneration packages of the executive directors should comprise of at least three directors, all of whom should be non-executive directors, the chairman of committee being an independent director. All the members of the remuneration committee should be present at the meeting. The Chairman of the remuneration committee should be present at the Annual General Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide who should answer the queries.
Remuneration Committee. The Board shall maintain a remuneration committee ("Remuneration Committee"), which shall consist of not less than two members nominated by the Board. The Remuneration Committee shall make decisions by way of a majority vote and shall have authority to determine the following matters (all subject to the limits set out in and in full compliance with the provisions of the MSA and MFMA): - the remuneration and/or fees and any changes to the remuneration and/or fees payable to the Directors from time to time; the remuneration and any changes to the remuneration payable to members of the senior management of the Company, including bonuses (if any); the overall annual increase (if any) in the remuneration of the employees of the Company; and the Company's policy in respect of the structure of remuneration packages and of bonuses (if any).
