Supervisory Board Committees Sample Clauses

Supervisory Board Committees. 5.1 If at any time during the term of this Agreement the Investor becomes a Three Director Investor, then so long as the Investor remains a Three Director Investor, at least one member of the Supervisory Board nominated by the Investor shall be entitled to serve on each Committee to the extent not prohibited by law or by any then applicable stock exchange rules or listing requirements. Each member of the Supervisory Board nominated by the Investor to serve on any such Committee shall disclose any conflict of interest to the other members of such Committee and with respect to any matter in which such member has or reasonably could be expected to have a conflict of interest (as determined by the other members of such Committee or the other members of the Supervisory Board in their sole discretion) the member shall be recused and not receive information or participate in discussions, deliberations, or decision-making processes related to such matter.
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Supervisory Board Committees. The Company shall procure that the Supervisory Board shall have an audit committee and a compensation committee. The Company and the Investors agree that each of the Supervisory Board Committees shall consist of at least three (3) members appointed by the Supervisory Board who shall make proposals and recommendations by an absolute majority of the votes cast with the chairman holding the tie-breaking vote. The Supervisory Board shall designate the chair and members of each Supervisory Board Committee. The Company shall procure that the authorities of Supervisory Board Committees (other than the compensation committee pursuant to the terms of the Incentive Plan) shall be limited to making proposals and recommendations to the Supervisory Board and shall not include the right to adopt resolutions on behalf of the Supervisory Board. The Company shall procure that the audit committee of the Supervisory Board shall not exceed three (3) Supervisory Directors, at least two of whom shall be Independent Supervisory Directors nominated by the Managing Shareholders.
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Supervisory Board Committees. 16.1. Audit, internal control and risk committee 16.1.1 The objective of the Company's audit, internal control and risk committee (Comité d’audit, de contrôle interne et des risques, the Audit Committee) is to audit the process of preparing and distributing accounting and financial information, to assess the pertinence and permanence of the accounting principles and methods adopted for the preparation of annual and half-yearly individual and consolidated accounts, to verify the effectiveness of internal control and risk management procedures, to ensure via all appropriate means that information provided to the Supervisory Board is of adequate quality, and finally to give the Supervisory Board its assessment of the work carried out by the statutory auditors and its opinion regarding the renewal of their assignment contract. 16.1.2 Each member of the Audit Committee must have the necessary technical expertise to carry out their duty of diligence.
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Supervisory Board Committees. The Supervisory Board shall have at least the following committees: (i) an Audit Committee; (ii) a Nomination and Corporate Governance Committee; and (iii) a Remuneration Committee. As long as the Supervisory Board includes a Royal Philips Nominee, Philips Lighting shall procure that a Royal Philips Nominee shall be a member of the Audit Committee and the Remuneration Committee.
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Supervisory Board Committees. 4.3.1 In addition to any other committees which the Supervisory Board may have from time to time, the Supervisory Board will have the following Supervisory Board committees as of Closing and for a period of five (5) years thereafter: (i) an Audit and Risk Committee; and (ii) a Nomination and ESG Committee. 4.3.2 For a period of five (5) years after the Closing Date and: (a) for as long as Aegon continues to holds(directly or indirectly) more than twenty percent (20%) of the issued and outstanding Ordinary Shares, Aegon has the right to designate one (1) Aegon Nominee to serve on the Audit and Risk Committee and one (1) Aegon Nominee to serve on the Nomination and ESG Committee (the “Aegon Committee Nominee”); (b) for as long as Aegon continues to hold (directly or indirectly) more than ten percent (10%) but no more than twenty percent (20%) of the issued and outstanding Ordinary Shares, Aegon has the right to designate one (1) Aegon Nominee to serve on either, at Aegon’s election, the Audit and Risk Committee or the Nomination and ESG Committee as the Aegon Committee Nominee. 4.3.3 The first Aegon Committee Nominee to serve on the Audit and Risk Committee and the Nomination and ESG Committee as of the Closing Date shall be [name][and [name], respectively]. ASR shall cause the Supervisory Board to appoint the relevant Aegon Nominee to the Audit and Risk Committee and the Nomination and ESG Committee as of the Closing Date, subject to the relevant Aegon Nominee’s appointment to the Supervisory Board. ASR shall procure that the Supervisory Board shall appoint the relevant Aegon Committee Nominee(s) Aegon Annual Report on Form 20-F 2022 | 685 About Aegon Governance and risk management Financial information Non-financial information designated by Aegon from time to time in accordance with its right as defined in Clause 4.3.2 to the Audit and Risk Committee and/or the Nomination and ESG Committee, as applicable. 4.3.4 Once Aegon (directly or indirectly) no longer holds more than twenty percent (20%) of the issued and outstanding Ordinary Shares mentioned in Clause 4.3.2(a), Aegon shall procure that the relevant Aegon Committee Nominee shall resign from his or her position as member of either, at Aegon’s election, the Audit and Risk Committee or the Nomination and ESG Committee immediately, unless requested otherwise by the Supervisory Board in writing. 4.3.5 Once Aegon (directly or indirectly) no longer holds more than ten percent (10%) of the issued and outstan...
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Supervisory Board Committees. The Supervisory Directors shall resolve to form any committees of the Supervisory Board that they deem appropriate and necessary, and adopt terms of reference for any such committees, provided that there is equal representation of each Shareholder on any such committee.
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Related to Supervisory Board Committees

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Committees The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following: 1. Cameron Park Design Review Committee 2. El Dorado Hills Design Review Committee 3. Xxxxxxx Pines Design Review Committee 4. The County’s Economic Development Advisory Committee (“EDAC”)

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • LIAISON COMMITTEE 8.1 The Law Society shall establish a committee to include, without limitation, representatives from Qualifying Insurers, the Law Society, and the ARP Manager (the Liaison Committee). 8.2 The purpose of the Liaison Committee shall include: 8.2.1 reviewing the arrangements relating to the provision of compulsory professional indemnity insurance to members of the solicitors’ profession generally; and 8.2.2 considering proposed amendments to such arrangements, including proposed variations to the Rules, the Minimum Terms or the standard form Qualifying Insurer’s Agreement. 8.3 The terms of reference relating to the Liaison Committee shall be as determined by the Law Society from time to time.

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