Role of the Board. The members of the Committee and the Trustee shall be appointed or approved by, and will serve at the pleasure of the Board. The Board may in its discretion from time to time remove members from, or add members to, the Committee, and may remove, replace or add Trustees. The Board shall have all of the powers allocated to it in this and other sections of the Plan, may take any action under or with respect to the Plan which the Committee is authorized to take, and may reverse or override any action taken or decision made by the Committee under or with respect to the Plan, provided, however, that the Board may not revoke any Plan Share Award already made except as provided in Section 7.01(b) herein.
Role of the Board. The members of the Committee and the Trustee shall be appointed or approved by, and will serve at the pleasure of, the Board. The Board may in its discretion from time to time remove members from, or add members to, the Committee, and may remove or replace the Trustee, provided that any directors who are selected as members of the Committee shall be Non-Employee Directors.
Role of the Board. The members of the Committee and the Trustee shall be appointed or approved by, and will serve at the pleasure of, the Board of Directors of the Holding Company. The Board of Directors of the Holding Company may in its discretion from time to time remove members from, or add members to, the Committee, and may remove, replace or add Trustees.
Role of the Board. The members of the Committee and the Trustee or Trustees shall be appointed or approved by, and will serve at the pleasure of the Board. The Board may in its discretion from time to time remove members from, or add members to, the Committee, and may remove, replace or add Trustees. The Board shall have all of the powers allocated to it in this and other sections of the Plan, may take any action under or with respect to the Plan which the Committee is authorized to take, and may reverse or override any action taken or decision made by the Committee under or with respect to the Plan, provided, however, that the Board may not revoke any Plan Share Award already made except as provided in Section 7.01(b) herein. Members of the Board who are eligible for or who have been granted Plan Share Awards may not vote on any matters affecting the administration of the Plan or the grant of Plan Shares or Plan Share Awards (although such members may be counted in determining the existence of a quorum at any meeting of the Board during which actions taken). Further, with respect to all actions taken by the Board in regard to the Plan, such action shall be taken by a majority of the Board where such a majority of the directors acting in the matter are "disinterested persons" within the meaning of Rule 16b-3 promulgated under the 1934 Act.
Role of the Board. The members of the Committee and the Trustee shall be appointed or approved by and shall serve at the pleasure of the Board. The Board may in its discretion from time to time remove members from or add members to the Committee and may remove, replace or add one or more Trustees. The Board, in its absolute discretion, may take any action under or with respect to the Plan which the Committee is authorized to take and may reverse or override any action taken or decision made by the Committee under or with respect to the Plan or take any other action reserved to the Board under this Agreement; provided, however, that the Board may not revoke any Award already granted under this Agreement. All decisions, determinations and interpretations of the Board shall be final, conclusive and binding upon all parties having an interest in the Plan.
Role of the Board. Subject to the provisions of this Agreement and the other Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the fundamental policies and strategic direction of the Company shall be determined by the Board as provided in this Section 2.
Role of the Board. 5.1 The role of the Board is to govern the Company, rather than to manage it. This includes providing leadership and strategic guidance. The Board is accountable to the Members and the community for the performance of NTDC Limited in the best interest of economic development in the region. The principal functions and responsibilities of the Board include:
(a) determining, reviewing and maintaining the vision, purpose and values of the Company;
(b) approving a strategic plan, establishing measurable KPIs, targets and an annual operations plan;
(c) regularly monitoring performance against the strategic plan and the annual operations plan;
(d) appointing the CEO and approving the terms and conditions of employment of the CEO;
(e) monitoring the performance of the CEO and termination of the employment contract of the CEO if necessary;
(f) ensuring the Company is proactive to opportunities rather than reactionary, whilst focusing on priorities that will deliver successful economic development throughout the region;
(g) approving annual budgets, setting delegation authorities and monitoring financial performance throughout the year;
(h) ensuring appropriate internal controls exist and an auditor is appointed as determined by the Local Government Act legislation (or other legislative requirements).
(i) providing annual reports and any other agreed reporting to key shareholders;
(j) ensuring that there is an appropriate separation of duties and responsibilities between itself and the CEO/management;
(k) establishing and determining the powers and functions of subcommittees;
(l) reviewing the Board’s ongoing performance;
(m) ensuring that the Company complies at all times with all legal responsibilities and compliance requirements that the Company is subject to;
(n) identify and ensure the appropriate management of risks to the Company and the region as it relates to economic development;
(o) supporting effective engagement and appropriate communication with Members and shareholders; and
(p) managing and reviewing business risks associated with the Company.
5.2 The following governance principles outline the strategic function of the Board:
(a) Principle 1 – the Board plays a key role in approving the vision, purpose and strategies of NTDC Limited. The Board must act in the best interests of the Company and is accountable to the Members as a whole;
(b) Principle 2 – the Board sets the cultural and ethical tone for the Company. This includes the ‘how’ of undertaking...
Role of the Board. Within the terms of Article 2 the mandate of the Board shall be to:
(i) identify, monitor and assess risks to financial stability from reports raised by both Parties to assess potential systemic risk to the financial system;
(ii) identify relevant macro-prudential tools to mitigate these risks, including measures that may be required to be implemented through relevant Articles of the CRD IV framework;
(iii) assess whether relevant macro-prudential tools have cross-border implications;
(iv) discuss possible designations of financial institutions and structures that are systemically relevant in Malta and outline the perimeter of regulation;
(v) propose public statements with respect to macro-prudential policy decisions and their motivations as may be necessary; and
(vi) follow-up on recommendations or warnings from the ESRB and any other matters of a macro-prudential nature that may need to be communicated by the Parties and the Government to the ESRB and/or any other authorities as necessary. Pursuant to its mandate, the Board shall:
(i) formulate policy recommendations designed to safeguard the stability of the financial system for consideration and approval according to the procedures established in article 7 and indicate which Party would appear to be most suited to implement the recommendations and under which legal framework;
(ii) follow-up on the measures taken by the relevant financial institutions to implement approved recommended policy actions implemented by any of the Parties. The Board shall also discuss:
(i) views on individual institutions and on the financial system;
(ii) policy issues or decisions adopted by either of the Parties or the Government that have an effect on the financial system;
(iii) EU and local developments in the financial system; and
(iv) other relevant matters that relate to the soundness of the financial system including international developments in regulation and standards and their effect on the local financial system.
Role of the Board. (a) The Board is responsible for the way QUU performs its functions and exercises its powers.
(b) The Board’s role is as specified in the Distribution and Retail Restructuring Act, and includes:
(i) deciding the strategies and the operational, administrative and financial policies to be followed by QUU; and
(ii) ensuring that QUU performs its functions and exercises its powers in a proper, effective and efficient way; and
(iii) ensuring, so far as practicable, that QUU complies with its planning and reporting.
Role of the Board. Subject to applicable Law, including the OBCA, those matters for which the Board is responsible and in respect of which it has full authority (whether directly, by delegation or by supervision) include specifically:
(a) corporate governance;
(b) the appointment, termination, supervision and compensation of the CEO, Chief Financial Officer and other senior officers of Hydro One;
(c) remuneration of directors;
(d) strategic planning and direction;
(e) risk management;
(f) capital structure;
(g) dividend and distribution policy;
(h) financial management and reporting;
(i) approval of the annual business plan and budget of Hydro One;
(j) disclosure under applicable securities and other Laws and other public communication; and
(k) any other matter that from time to time ordinarily is supervised by the board of directors of a corporation with publicly traded securities.
