ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role and the title of your role.
3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum:
a) you shall attend all General Meetings of the Company and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines.
3.3 In your role as a non-executive director you will be expected to suggest, advise on and monitor matters relating to:-
a) the strategy of the Company;
b) the performance of the Company;
c) information, especially financial information, reported externally
d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management
e) standards of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors.
3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation.
3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance.
3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation of the Company.
3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your duties.
3.8 The agreement of the Chairman (not to be unreasonably with...
ROLE AND DUTIES. 2.1 The Director shall exercise all powers in good faith and in the best interests of the Group, including but not limited to, the following:
(a) devote a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as a director [and chief executive officer / chief financial officer] of the Company and, where relevant, as an officer of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the strategic planning, corporate management and business development of the Group;
(b) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(c) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the Board according to the best of his skills and ability;
(d) perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(e) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with his office in relation to the Company and/or the Group;
(f) act in accordance with his powers and obligations as an director [and chief executive officer / chief financial officer] of the Company and use his best endeavours to comply with and to cause the Company to comply with (i) this Agreement; (ii) every rule or law applicable to any member of the Group, whether in the United States, Hong Kong, or elsewhere; (iii) the Nasdaq Stock Market Rules; (iv) amended and restated Memorandum and Articles; (v) shareholders’ and board resolutions of the Company; (vi) the United States Securities Act of 1933; and (vii) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of an...
ROLE AND DUTIES. 3.1 The Board as a whole is collectively responsible for the success of the Company. The Board’s role is to:
(a) provide oversight of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
(b) in conjunction with management, set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
(c) in conjunction with management, set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.
3.2 As an independent director, you will have the same general legal responsibilities to the Company as any other director. You will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.
3.3 You will exercise your powers in your role as a director having regard to relevant obligations under prevailing law and regulation, including, without limitation, the Companies Act (As Revised) of the Cayman Islands (the “Act”), the rules and regulations of the SEC, and the rules of the Nasdaq Stock Market (“Nasdaq”).
3.4 You agree to abide by and follow all such procedures set forth in the Company’s code of business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other policy, code or document governing the conduct of directors of the Company as may be in existence now or at any time during the terms of this Agreement.
3.5 In your role as a director, you will be required to:
(a) constructively challenge proposals on strategy;
(b) scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) satisfy yourself that the Company has processes in place to ensure the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
(d) subject to the authority delegated to the compensation committee, determine appropriate levels of remuneration of executive directors, if any, and have a prime role in appointing and, where necessary, removing any executive directors, and in succession planning;
(e) devote time to developing and refreshing your knowledge and skills;
(f) uphold high standards of integrity and probity and su...
ROLE AND DUTIES. 5.1. You acknowledge you have the same general legal responsibilities to the Organisation as any other Board Member.
5.2. The Board as a whole is collectively responsible for ensuring the success of the Organisation and its compliance with all legal and regulatory obligations.
5.3. It does this by directing and supervising the Organisation’s affairs. In particular, the Board:
5.3.1. provides entrepreneurial leadership of the Organisation within a framework of prudent and effective controls that enable risk to be assessed and managed;
5.3.2. sets the Organisation’s strategic aims, values and standards;
5.3.3. ensures the necessary financial and human resources are in place for the Organisation to meets its objectives;
5.3.4. reviews management performance; and
5.3.5. ensures the legal and regulatory obligations of the Organisation are understood and met.
5.4. Your role as a Board Member encompasses the following key elements:
5.4.1. Strategy: you should challenge and contribute constructively to the development of the strategy of the Organisation;
5.4.2. Performance: you should scrutinise the performance of the Organisation in meeting agreed goals and objectives, and monitor the reporting of performance;
5.4.3. Risk: you should satisfy yourself that financial information is accurate, and that financial controls and systems of risk management are robust and defensible; and
ROLE AND DUTIES. 2.1 For so long as you are a Director, you shall provide those services as (a) are required of a director under the General Corporation Law of the State of Delaware and all other applicable state and federal laws and regulations, (b) are customarily associated with and are incident to the position of a director and (c) the Company may, from time to time, reasonably request, consistent with your position as a Director.
2.2 Without limiting the foregoing, for so long as you are a Director, you shall (a) meet with the Company upon the Company’s request, at dates and times mutually agreeable to you and the Company, to discuss any matters that involve or may involve issues of which you have knowledge, and (b) cooperate with the Company in the planning, review and execution of any such matter. The Company anticipates that you will participate in (i) at least four to five in person Board meetings per year at the Company’s headquarters, or other locations as determined by the Company and (ii) monthly conference calls to discuss financial and operational results with, and provide advice to, the Company, as may be reasonably requested by the Company.
2.3 Unless you are otherwise specifically authorized by the Board, you shall not enter into any legal or other commitment or contract on behalf of the Company, nor shall you hold yourself out as having any authority to bind or to speak on behalf of the Company.
2.4 For so long as you are a Director, you shall provide the Company with prior written notice before joining the board of directors, board of managers or other similar governing body of any entity.
ROLE AND DUTIES. You will be employed as Sales Manager on the terms and conditions in this agreement. Your position will involve the duties and responsibilities set out in Schedule 1, plus such other duties as the Employer may allocate to you from time to time.
ROLE AND DUTIES. 3.1 Your role is voluntary and you are not an employee of Xxxxxxx Xxxxx University Health Board. Accordingly nothing in this letter shall be construed as, or taken to create, an agreement of employment between yourself and Xxxxxxx Xxxxx University Health Board.
3.2 It is a condition of this appointment that you fulfil the responsibilities set out within the role description, the person specification and in accordance with the Protocol for the Conduct of Hospital Managers’ Power of Discharge Hearings.
3.3 Throughout the period of provision of service to Xxxxxxx Xxxxx University Health Board, you will accept, as do employees of the Health Board, the rules and standards governing conduct which are set out as per Xxxxxxx Xxxxx University Health Board Disciplinary Rules, Capability Policy, Dignity at Work Policy and other appropriate Employee Policies (available on ABUHB intranet). The following is a summary of the standards of conduct required by Xxxxxxx Xxxxx University Health Board.
3.4 Xxxxxxx Xxxxx University Health Board is committed to building and improving standards of service for everything it does within the organisation. In your dealings with the public and staff, you should always bear in mind that they have a right to expect you to deal with them politely, efficiently, promptly and with respect.
3.5 You will be subject to the Operational Practices and Codes of Conduct of the Health Board. Under the terms of the agreement, you will be expected to comply with the Disciplinary Rules of Xxxxxxx Xxxxx University Health Board and in the event of issues regarding conduct, the Health Board will carry out an investigation and this may result in retraining, or you being deemed unsuitable to offer your services.
ROLE AND DUTIES. 4.1 The Employee will be employed by the Company as, SVP Early Stage Development and will report to the President & Chief Operating Officer of the Parent.
4.2 The Employee will carry out the duties as set out in Appendix 1 to this Agreement (“the Duties”).
4.3 In addition to the Employee’s normal duties, the Employee will perform any other duties as are assigned to the Employee by the Company from time to time. The Employee shall carry out their duties in a proper, loyal and efficient manner and shall use their best endeavours to promote the interests and reputation of the Company and not do anything which is or may be harmful to the Company.
4.4 During the Employee’s period of employment, the Employee shall:
4.4.1 unless prevented by Incapacity, devote the Employee’s time, attention and abilities to the Company’s business, and shall not (without the prior written consent of the Company) directly or indirectly either on the Employee’s own account or on behalf of any other person, company, business entity, academic, research or training institution or other organisation engage in, be concerned with, or provide services to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other person, company, business entity, academic, research or training institution or other organisation or accept any other engagement;
4.4.2 diligently exercise such powers and perform such duties as management of the Company or Parent (“Management”) may from time to time assign to the Employee;
4.4.3 at all times and in all respects comply with the lawful and reasonable directions of the Company and all rules or codes of conduct and statements of principle in force from time to time and/or required by any regulatory body in relation to the Business;
4.4.4 report to the Company the Employee’s own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any member of the Group immediately upon becoming aware of it; and
4.4.5 use the Employee’s best endeavours to promote, protect, develop and extend the Business and the Business of any member of the Group.
4.5 The Employee will disclose to Management all potential conflicts of interest and activities which could reasonably be seen to compete, indirectly or directly, with the trade or business of the Company. Management will determine, in its sole discretion, whether the activity in question constitutes a conflict of interest or competition with the Compan...
ROLE AND DUTIES. General Manager.
ROLE AND DUTIES. 2.1 As a member of the Board of Perfect Moment you agree to provide the following services (“Services”) upon the terms and conditions set out below. The Services may be modified from time to time. · General consultancy and advisory services as may be required from time to time · Attendance of Board meetings, pre-reading of materials and meeting with members of the Perfect Moment team and contractors · Act as an interim Ecom Trading Director until the permanent replacement is hired · It is estimated that you will commit 3 days a week between the date of commencement (21st November 2022) until the end of January 2023 and thereafter 2 days a month. · Any special projects that require more time will be agreed between the two parties.
2.2 You agree to provide the services envisaged hereunder in a professional manner and will conform to the standards generally observed in the industry for similar services.
2.3 You agree to provide to the Company, and hereby authorise the Company, to use your name, logo of the organisation to which you belong, picture, bio data and other relevant professional information as necessary in any or all the marketing materials (presentations, flyers, promotional material, website etc.) related to Perfect Moment Ltd.
2.4 You agree to disclose to the Company any involvement you have with listed companies and the nature of your involvement (director, consultant, senior employee etc.). Furthermore, you agree that you will not disclose to the Company any material non-public information pertaining to any listed company. Perfect Moment Ltd United House, 0 Xxxxxxxxx Xxxx, Xxxxxx X00 0XX
