Shareholder Committee Sample Clauses

Shareholder Committee. 5.1 The Shareholder Committee shall not have powers to make decisions on behalf of the Council or the Company. The purpose of the Shareholder Committee shall be to: 5.1.1 recommend, where relevant, the appointment of the Chairman of the Board and approve best practice policies in relation to such an appointment; 5.1.2 receive and review and comment on or recommend any amendments to the Business Plan; 5.1.3 review the financial performance of the Company; and 5.1.4 make recommendations to the Council on how it should exercise the functions flowing from its ownership of Shares. 5.2 Elected members of the Council who are appointed as Directors cannot be members (or substitutes) of the Shareholder Committee. 5.3 A Shareholder Committee Meeting shall be held no less than every quarter. 5.4 The Shareholder Committee may call an extraordinary committee and the Chairman and Managing Director will be required to attend provided they are given not less than 10 Business Days’ notice in writing. 5.5 The Board of Directors shall send a report at least twice a year to each member of the Shareholder Committee. The report shall provide all information reasonably required for the Shareholder Committee to conduct an effective review of the following items: 5.5.1 the services provided by the Company; 5.5.2 progress against the Business Plan and financial projections; 5.5.3 management accounts and key financial metrics; and 5.5.4 information and assessment of any additional ad-hoc requests. For the avoidance of doubt, the list of items in this clause 5.5 is not exhaustive and ad hoc meetings of the Shareholder Committee can be called at other times in accordance with Procedure 27.4 of the East Cambridgeshire District Council Constitution. 5.6 Unless otherwise agreed by the Chairman of the Shareholder Committee appointed by the Council before a Shareholder Committee Meeting not less than 5 Business Days' notice shall be given to each of the members of the Shareholder Committee and to the directors of the Company which shall include an agenda specifying in reasonable detail the matters to be discussed, together with any relevant papers for discussion at such meeting. 5.7 The Company will supply members of the Shareholder Committee with the agendas and support papers provided to the Board of Directors and shall do so at the same time, as far as possible, as the relevant board receives those agendas and papers (except for minutes, which need only be supplied after signature). In ...

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Shareholder Committee. The Council’s Operational Services Committee will act as the Shareholder Committee. The Shareholder Committee shall act in accordance with its terms of reference. 5.1 The Shareholder Committee shall have powers to make decisions in accordance with its terms of reference. The purpose of the Shareholder Committee shall be to: 5.1.1 recommend, where relevant, the appointment of the Chairman of the Board and approve best practice policies in relation to such an appointment; 5.1.2 receive, review, comment on and approve the Business Plan; 5.1.3 review the financial performancereceive the Quarterly Management Accounts of the Company; and 5.1.4 make recommendations to the Council on how it should exercise the functions flowing from its ownership of Shares. 5.2 A Shareholder Committee Meeting shall be held no less than two times per annum. 5.3 The Chairman of the Shareholder Committee may call an extraordinary committee; (i) On giving not less than 6 Business Days’ notice; and (ii) The Chairman and Managing Director will be required to attend. If they are unable to attend, a Board Director will attend in their place. shall provide all information reasonably required for the Shareholder Committee to

Shareholder Committee. There is hereby created and established a committee of three (3) shareholders of the Company (the "Shareholder Committee"), the members of which shall be Xx Xxxxxxx, Xxxx Xxxxxxxx and Xxx Xxxxx, which Shareholder Committee shall have the power and authority to act for all purposes under this Agreement on behalf of all of the former shareholders of the Company who did not exercise dissenter's rights under Indiana law with respect to the Merger. Each shareholder of the Company who accepts the consideration payable under this Agreement in exchange for his, her or its shares of Company Common Stock shall be deemed to have irrevocably appointed the Shareholder Committee, and each of the members thereof, as his, her or its attorney-in-fact and agent to act for such shareholder within the scope of the authority given to the Shareholder Committee as described in Exhibit F attached hereto and made a part hereof.

Shareholder Committee. 8.1 In support of the Company’s business objectives, the Council has established a Shareholder Committee. The Shareholder Committee consists of a minimum of two (2) executive members of the Council. The Council may appoint additional non-voting members of the Committee. 8.2 The Shareholder Committee shall appoint one of its members as Chair. 8.3 The role of the Shareholder Committee shall not be operational. The Shareholder Committee shall: 8.3.1 receive and review each Annual Business Plan; 8.3.2 review the financial performance of the Company; 8.3.3 consider the performance by all parties of their respective obligations under this Agreement, the Services Agreement and the Articles; 8.3.4 consider the Directors' response to any queries previously raised by the Shareholder Committee; and 8.3.5 exercise the functions of the Council in relation to the giving of Shareholder consent for the matters set out in paragraph 1.2 of Schedule 2 below, other than consent required by the following paragraphs under Schedule 2 for which the approval of the Council’s Executive is required: 8.3.5.1 paragraph 1.2.3 (allotment of further share capital); 8.3.5.2 paragraph 1.2.7 (formation of a subsidiary); 8.3.5.3 paragraph 1.2.8 (joint ventures); 8.3.5.4 paragraph 1.2.10 (amendments to the Articles);

Shareholder Committee. 8.1 HBL shall appoint up to 5 individuals to sit on the Shareholder Committee and may remove and replace such individuals by notice in writing to the Company (to take effect on receipt of the notice unless a later date is specified therein). 8.2 The Shareholder Committee shall not have the authority to make any decisions on behalf of HBL save as detailed in this Agreement. 8.3 The Shareholder Committee shall meet with the Board not less than 4 times a year at intervals of no more than 4 months which meeting shall be called in accordance with clause 8.4. 8.4 The Shareholder Committee may on giving not less than 5 clear Business Days' notice require the Board or any Director named in the notice to attend a meeting at such time and place as specified in the notice. The subject of the meeting shall be reasonably detailed to enable the Directors to prepare for it.

Shareholder Committee. The Shareholder Committee shall appoint one of its members as Chair[AD1]. 8.1 In support of the Company’s business objectives, the Council agrees to establish a Shareholder Committee. The Shareholder Committee will be chaired by the Leader of The Council (or his delegated Member) and will consist of at least the Leader and two othera minimum of three Members of the Council, up tand o a maximum of four Members of the Council. 8.2 The role of the Shareholder Committee shall be as set out in the Shareholder Policy. The role of the Shareholder Committee shall not be operational. The Shareholder Committee shall not have powers to make decisions on behalf of the Council or the Company. It and shall be the means by which the Council shall: 8.2.1 Recommend for appointment all Directors and the Non Executive Director who is to act as Chairman of the Board, and approve best practice policies in relation to such appointments, the constitution of the Board, remuneration of Directors and the employment and recruitment of staff; 8.2.2 Receive and review the Business Plan and each Annual Business Plan; 8.2.3 review the financial performance of the Company; 8.2.4 communicate the practical application of the Council Mission Statement to the Board and how the Company is able to contribute to it being attained;

Shareholder Committee. (a) In this Agreement, the term “Shareholder Committee” means a committee comprised of two or more members who shall be elected and removed by the holders of the majority of the Shares, calculated on an as-converted basis (the “Majority Shareholders”) by a written notice provided to the other members of the Shareholder Committee, CTI, the Shareholders and AudioCodes. Initially, the members of the Shareholder Committee will be Xxxxx Mankovski and Xxxxxx Xxxxxx.

Shareholder Committee. 5.1 The Council’s Finance and Assets Committee will act as the Shareholder Committee and will predominantly discharge these functions via two all-Member Shareholder meetings each year. 5.15.2 The Shareholder Committee shall not have powers to make decisions on behalf of the Council or the Company. The purpose of the Shareholder Committee shall be to: 5.1.15.2.1 recommend, where relevant, the appointment of the Chairman of the Board and approve best practice policies in relation to such an appointment; 5.1.25.2.2 receive and review and comment on or recommend any amendments to the Business Plan; 5.1.35.2.3 review the financial performance of the Company; and 5.1.45.2.4 make recommendations to the Council on how it should exercise the functions flowing from its ownership of Shares. 5.25.3 Elected members of the Council who are appointed as Directors cannot be members (or substitutes) of the Shareholder Committee. 5.35.4 A Shareholder Committee Meeting shall be held no less than fourtwo times per annum. 5.45.5 The Chairman of the Shareholder Committee may call an extraordinary committee; (i) On giving not less than 6 Business Days’ notice; and (ii) The Chairman and Managing Director will be required to attend. If they are unable to attend, a Board Director will attend in their place.

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