Scope of the Employment. 4.1 The Executive shall:
4.1.1 devote the whole of his time, attention, ability and skills to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Board;
4.1.3 obey all reasonable and lawful directions of the Board;
4.1.4 comply with, and do such things as are necessary to ensure compliance by the Company and any relevant Group Company with, all the Company’s, or any Group Company’s, legal and compliance policies and procedures in relation to xxxxxxx xxxxxxx and anti-bribery, as well as all obligations under U.S. securities laws and all other applicable laws, rules and regulations applicable to the Company and any relevant Group Company, including, without limitation, the UK Bribery Act of 2010;
4.1.5 comply with the articles of association (as amended from time to time) of the Company and any Group Company of which he is a director;
4.1.6 at all times act in the best interests of the Company and use his best endeavours to promote, protect, develop and further the interests of the Company, any of its Group Companies and their employees;
4.1.7 keep the Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business of the Company and any Group Company and provide such explanations in connection with such conduct as the Board may from time to time require; and
4.1.8 report to the Board his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Group immediately on becoming aware of it.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his position and status.
4.3 During any period of notice of termination (whether given by the Company or the Executive), the Company shall be at liberty to assign the Executive such other duties as the Company shall determine in its absolute discretion and may appoint another person to carry out the Executive’s former duties.
4.4 The Executive shall if and so long as the Company requires without further remuneration:
4.4.1 carry out his duties as instructed by the Company on behalf of any Group Company; and
4.4.2 act (s...
Scope of the Employment. (A) During the Employment the Employee shall:
(i) devote the whole of his time, attention and skill to the business and affairs of the Company both -during normal business hours (as set out in Schedule 1) and during such additional hours as are necessary for the proper performance of his duties or as the Board may reasonably require from time to time subject to the Employee s ability to carry out Permitted Activities to the extent set out in Schedule 2;
(ii) faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Board to a standard that is acceptable to the Board; obey the reasonable and lawful directions of the Board; comply with all the Company s rules, regulations, policies and procedures from time to time in force; and
(B) The Employee agrees, for the purposes of Regulation 5 of The Working Time Regulations 1998 (the Regulations ), that Regulation 4 of the Regulations does not apply to him. The Company and the Employee agree that the Employee s consent, for the purpose of this clause 4 (B), shall continue indefinitely provided that the Employee may withdraw such consent at any time by giving the Company three months notice of his wish to do so.
(C) The Employee acknowledges the obligations on the Company to maintain up to date records and accordingly undertakes to provide the Company with such records as are necessary to enable the Company to comply with the Regulations.
Scope of the Employment. During the term of employment, the Employee shall exert the Employee’s best efforts and devote the Employee’s full and exclusive professional and/or business efforts, time and attention in fulfilling and discharging the Employee’s duties in his current capacity or in any other future capacity as designated by the Corporation. The services to be performed by the Employee in the Employee’s current capacity may be extended, curtailed or otherwise modified, from time to time, and/or the Employee’s title and/or capacity may change, at the discretion of the Corporation.
Scope of the Employment. 4.1 During the Employment you shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your time, attention and skill to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your position as may from time to time be assigned to or vested in you by the Board;
4.1.3 obey the reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles of Association and all other Group rules, regulations, policies and procedures from time to time in force;
4.1.7 report to the CEO of the Group (or their delegate) and shall further keep the Board at all times promptly and fully informed (in writing if so requested) of your conduct of the business of the Employer and any Group Company and provide such explanations in connection with it as the Board may require;
4.1.8 comply with all requirements, recommendations or regulations relating to dealing in the securities of Employer or any Group Company including any share dealing code issued by the Group and any code of practice, policies or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of Employer or any Group Company;
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) on behalf o...
Scope of the Employment. 4.1 The Executive shall have the power and authority to take (or authorize other officers, employees or agents of the Company to take) all actions on behalf of the Company that are within the ordinary course of business of the Company as directed by the Chief Executive Officer, Board of Directors, or Chairman of the Board of Directors of the Company, unless the Chairman of the Board of the Company, or Board of Directors shall have previously restricted (specifically or generally) such power and authority of the President of the Company.
4.1.1 The President shall be responsible for providing the scientific and technical leadership necessary to help define, to prioritize, and to manage the company’s discovery and pre-clinical programs to set the stage for defining the company’s future. The highest priority will be to help successfully translate research into new products. The President shall actively lead and participate in strategic planning of the Company; actively assist in seeking product and/or technology alliances with appropriate pharmaceutical or manufacture company partners to enhance/expedite the development and commercialization of the company’s assets; represent the company internally and externally in the scientific, and business communities; and assist in establishing and maintaining collaborations with academia and industry partners.
4.1.2 devote to his duties the time, attention and skill as may reasonably be required for the satisfactory performance of the Project.
4.1.3 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Chief Executive Office, Chairman of Board of Morria; and Board of Directors of Morria;
4.1.4 obey the reasonable and lawful directions of the Chief Executive Office, Chairman of Board of Morria; and Board of Directors of Morria or anyone duly authorised by it;
4.1.5 comply with all the Company’s rules regulations policies and procedures from time to time in force;
4.1.6 use best endeavours to promote and protect the interests of Morria and future growth; and
4.1.7 keep the Chief Executive Office , and Chairman of Board of Morria at all times promptly and fully informed, in writing if so requested, of his conduct of the business of Morria as the Chief Executive Office or Chairman may require.
4.2 The Executive must not, without the prior consent of the Board:
4.2.1 on behalf of the Company, incur any capital expend...
Scope of the Employment. 4.1 The Executive shall initially be employed as Executive Director, Investment Banking and Markets, in which capacity he may be required to perform duties for the Employer or any Group Company. He may also be required, without any further remuneration therefor than is herein mentioned, to act as a director or officer of any Group Company. Back to Contents
4.2 The Executive shall:
(a) devote the whole of his time, attention and skill to his duties;
(b) faithfully and diligently perform such duties consistent with his position as may from time to time be assigned to him;
(c) obey any reasonable and lawful directions given to him; and
(d) comply with all rules, regulations, policies and procedures which may from time to time be issued by the Employer or any Group Company.
4.3 The Employer reserves the right to require the Executive to carry out the duties of another position of equivalent status either in addition to or instead of the duties specified in clause 4.1.
4.4 The Employer may, with the agreement of the Executive, transfer this Agreement to any Group Company at any time.
Scope of the Employment. During the Employment the Executive shall:
Scope of the Employment. 4.1 The Executive shall be employed as Group Chairman in which capacity he may also be required to perform duties (consistent with his role and status as Group Chairman) for the Employer and/or any Group Company.
4.2 The Executive shall:
4.2.1 devote the whole of his working time, attention and skill to his duties; Back to Contents
4.2.2 faithfully and diligently perform such duties and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Employer or the Board;
4.2.3 obey the reasonable and lawful directions of the Board;
4.2.4 comply with all of the Group's rules, regulations, policies and procedures from time to time in force;
4.2.5 use his reasonable endeavours to promote the interests of the Employer and any Group Company; and
4.2.6 (in accordance with any reporting procedures prescribed by the Board) keep the Employer at all times promptly and fully informed (in writing if so requested) of his conduct of the business of any Group Company and provide such explanations in connection therewith as the Board may require from time to time.
4.3 The Employer may, with the agreement of the Executive, transfer this Agreement to any Group Company at any time.
4.4 During any period in which the Executive is suspended in accordance with clause 13.2 of this Agreement or during any period in which the Executive is assigned no duties in accordance with clause 3.1.3 of this Agreement, the Board reserves the right to appoint any other person or persons to act jointly with the Executive as Group Chairman.
Scope of the Employment. The Executive shall be seconded to HSBC to act as Group Chief Executive of HSBC, reporting to the Group Chairman of HSBC, in which capacity he may also be required to perform duties (consistent with his role and status as Group Chief Executive of HSBC) for the Employer and/or any Group Company (the “Secondment”).
Scope of the Employment. 4.1 The Executive shall initially be employed as Executive Director, HSBC Holdings plc and Chief Executive (Designate), Midland Bank plc, in which capacity he may be required to perform duties for the Employer or any Group Company. He may also be required, without any further remuneration therefor than is herein mentioned, to act as a director or officer of any Group Company. Back to Contents
4.2 The Executive shall:
(a) devote the whole of his time, attention and skill to his duties;
(b) faithfully and diligently perform such duties consistent with his position as may from time to time be assigned to him;
(c) obey any reasonable and lawful directions given to him; and
(d) comply with all rules, regulations, policies and procedures which may from time to time be issued by the Employer or by HSBC Holdings plc.
4.3 The Employer reserves the right to require the Executive to carry out the duties of another position of equivalent status either in addition to or instead of the duties specified in clause 4.1.
4.4 The Employer may, with the agreement of the Executive, transfer this Agreement to any Group Company at any time.