Senior Executives. Euronav CEO (residing in Belgium) to be retained as CEO of Frontline following Tender Offer Completion. • Other executives / senior management members will be selected among existing Frontline and Euronav remaining management or potential new candidates and will be evaluated by the Integration Committee on an as needed basis in order to retain/attract the best talents and proposed to and resolved upon by the Nomination Committee, save for in relation to the CFO, which shall be resolved upon by the full Board. • All executives to be exclusively employed by the combined group following Tender Offer Completion • Management office to be opened in Cyprus (“Frontline head office”) with personnel (expected at least five FTE in the short term) performing at least the following functions (i) senior officials with authority to bind Frontline for day-to-day management purposes, including (a) a country manager reporting to the CEO with specific functions and authority with respect to the (pre-combination) Frontline business including coordination of possible post- combination reorganisation thereof (including exploring the possibility of bringing vessels under Cyprus tonnage tax regime) (b) a manager or director with authority to direct payments from bank accounts opened and managed from Cyprus (ii) employees performing or supporting corporate headquarter functions to be identified by Euronav and Frontline (e.g. corporate strategy, finance, communications and investor relations, consolidation, accounting, group tax compliance, legal, HR, IT) (iii) secretarial support to the Board and the Board Committees including organisation, planning, administration and archiving thereof. Cyprus management office to be point of reception and correspondence for Frontline and books, accounts and archives to be maintained in Cyprus (in paper or digital form). • Operational office in Antwerp to be maintained and, after a legal merger and so long as the (former) Euronav activities are not contributed into a Belgian subsidiary, to be maintained within a Belgian branch managed by a branch manager reporting to the CEO. • Operational offices of the combined group in Oslo, UK, Singapore, Greece and the United States expected to play a significant role in the organization and will be further evaluated.
Appears in 3 contracts
Samples: Combination Agreement (Frontline LTD /), Combination Agreement (Frontline LTD /), Combination Agreement (Euronav NV)
Senior Executives. Euronav CEO and current Euronav CFO (Lieve Logghe) as at the Agreement Date (residing in Belgium) to be retained as CEO and CFO of Frontline following Tender Offer Completionupon commencement of the Governance Period, it being understood, for the avoidance of doubt, that this clause does not prevent their earlier appointment. • Other executives / senior management members will be selected among existing Frontline and Euronav remaining management or potential new candidates and will be evaluated by the Integration Committee on an as needed basis in order to retain/attract the best talents and proposed to and resolved upon by the Nomination Committee, save for in relation to the CFO, which shall be resolved upon by the full Board. • All executives to be exclusively employed by the combined group following Tender Offer Completion • Management office to be opened in Cyprus (“Frontline head office”) with personnel (expected at least five FTE in the short term) performing at least the following functions (i) senior officials with authority to bind Frontline for day-to-day management purposes, including (a) a country manager reporting to the CEO with specific functions and authority with respect to the (pre-combination) Frontline business including coordination of possible post- combination reorganisation thereof (including exploring the possibility of bringing vessels under Cyprus tonnage tax regime) (b) a manager or director with authority to direct payments from bank accounts opened and managed from Cyprus (ii) employees performing or supporting corporate headquarter functions to be identified by Euronav and Frontline (e.g. corporate strategy, finance, communications and investor relations, consolidation, accounting, group tax compliance, legal, HR, IT) (iii) secretarial support to the Board Board, and the Board Committees including organisation, planning, administration and archiving thereof. Cyprus management office to be point of reception and correspondence for Frontline and books, accounts and archives to be maintained in Cyprus (in paper or digital form). • Operational office in Antwerp to be maintained and, after a legal merger and so long as the (former) Euronav activities are not contributed into a Belgian subsidiary, to be maintained within a Belgian branch managed by a branch manager reporting to the CEO. • Operational offices of the combined group in Oslo, UK, Singapore, Greece and the United States expected to play a significant role in the organization and will be further evaluated.
Appears in 2 contracts
Samples: Combination Agreement (Frontline LTD /), Combination Agreement (Frontline LTD /)
Senior Executives. Euronav CEO and current Euronav CFO (Lieve Logghe) as at the Agreement Date (residing in Belgium) to be retained as CEO and CFO of Frontline following Tender Offer Completionupon commencement of the Governance Period, it being understood, for the avoidance of doubt, that this clause does not prevent their earlier appointment. • Other executives / senior management members will be selected among existing Frontline and Euronav remaining management or potential new candidates and will be evaluated by the Integration Committee on an as needed basis in order to retain/attract the best talents and proposed to and resolved upon by the Nomination Committee, save for in relation to the CFO, which shall be resolved upon by the full Board. • All executives to be exclusively employed by the combined group following Tender Offer Completion • Management office to be opened in Cyprus (“Frontline head office”) with personnel (expected at least five FTE in the short term) performing at least the following functions (i) senior officials with authority to bind Frontline for day-to-day management purposes, including (a) a country manager reporting to the CEO with specific functions and authority with respect to the (pre-combination) Frontline business including coordination of possible post- post-combination reorganisation thereof (including exploring the possibility of bringing vessels under Cyprus tonnage tax regime) (b) a manager or director with authority to direct payments from bank accounts opened and managed from Cyprus (ii) employees performing or supporting corporate headquarter functions to be identified by Euronav and Frontline (e.g. corporate strategy, finance, communications and investor relations, consolidation, accounting, group tax compliance, legal, HR, IT) (iii) secretarial support to the Board Board, and the Board Committees including organisation, planning, administration and archiving thereof. Cyprus management office to be point of reception and correspondence for Frontline and books, accounts and archives to be maintained in Cyprus (in paper or digital form). • Operational office in Antwerp to be maintained and, after a legal merger and so long as the (former) Euronav activities are not contributed into a Belgian subsidiary, to be maintained within a Belgian branch managed by a branch manager reporting to the CEO. • Operational offices of the combined group in Oslo, UK, Singapore, Greece and the United States expected to play a significant role in the organization and will be further evaluated.
Appears in 1 contract
Samples: Combination Agreement (Euronav NV)