The Chairman and the Vice. Chairman of the Managing Board
(i) The Managing Board shall have a chairman (the “Chairman of the Managing Board”) and a vice-chairman (the “Vice-Chairman of the Managing Board”). The TEF Group shall designate by binding nomination the Chairman of the Managing Board and the PT Group shall designate by binding nomination the Vice-Chairman of the Managing Board. The Chairman of the Managing Board and the Vice-Chairman of the Managing Board shall be selected among the Managing Directors then in office, for a term of 3 (three) years (or, if shorter, the selected Managing Director’s remaining term in office as Managing Director), re-election being permitted. The first election of the Chairman of the Managing Board and Vice-Chairman of the Managing Board shall take place at the first meeting of the Managing Board after its election at a Shareholders Meeting, and such Managing Board meeting shall occur as soon as practicable after the date of the Shareholders Meeting that so elected the Managing Board.
(ii) Without prejudice to other matters provided for under Netherlands law, or in the Articles of Association, or expressly established by the Shareholders, or this Agreement, the Chairman of the Managing Board shall have the following powers and duties:
(A) to call the Board meetings whenever deemed necessary or at the binding request of any Managing Director and to prepare the list of matters to be discussed at such meetings, which list shall also include such matters as may be proposed by a Managing Director;
(B) to ensure that the decisions taken at the Shareholders Meetings and at the Supervisory Board meetings are properly implemented.
(iii) In the absence of the Chairman of the Managing Board the Vice-Chairman of the Managing Board shall succeed the Chairman of the Managing Board with regard to the performance of the powers and duties of the Chairman of the Managing Board as established herein.
(iv) In the event of a vacancy in the position of Chairman of the Managing Board or Vice-Chairman of the Managing Board (including, without limitation, as a result of removal), the replacement member shall be nominated by binding nomination of the Group which nominated the Chairman of the Managing Board or the Vice-Chairman of the Managing Board, as the case may be. A Group may require the suspension, removal or replacement of the Chairman of the Managing Board or Vice-Chairman of the Managing Board nominated by that Group at any time and for any reason by delivering ...
