The Supervisory Board Sample Clauses
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The Supervisory Board. 13.1 Composition of the Supervisory Board — Appointment of its members
13.2 Duties and powers of the Supervisory Board
The Supervisory Board will determine whether a conflicting interest as referred to in clause 10.2 exists, without the Supervisory Board member concerned being present. The Supervisory Board can only determine that the Non-independent Aegon Nominee has a conflicting interest as referred to in clause 10.2 with respect to an Affirmative Vote Matter with unanimous votes, after having received independent legal advice from outside counsel. For the avoidance of doubt, an Aegon Nominee cannot be considered to have a conflicting interest based only on (i) the fact that this member of the Supervisory Board has been nominated for appointment by Aegon (or its legal successors) or is a member of the management board or supervisory board of Aegon (or its legal successors) and/or (ii) the fact that this member of the Supervisory Board exercises or intends to exercise a vote in respect of an Affirmative Vote Matter in the Supervisory Board (regardless of whether such vote is for or against such Affirmative Vote Matter).
The Supervisory Board. 9.1 The JV does not establish a supervisory board. It has one supervisor, elected by the stockholders for a term of three years and may serve consecutive terms if reelected.
9.2 The supervisor shall exercise his/her rights and responsibilities as follows:
9.2.1 Inspect the JV’s financial information;
9.2.2 Supervise the action of directors and executive officers in performing their duties, and propose recalling any directors or executive officers from office in case they are in breach of laws, regulations, company articles or resolutions of stockholders’ meetings, etc.
9.2.3 Request directors or executive officers to correct their actions which have or will do harm to the benefit of the JV;
9.2.4 Request to or propose holding interim stockholders’ meeting, and shall call for and chair the stockholders’ meeting if and when the Board of Directors fails to do so to fulfill their duties hereunder;
9.2.5 Submit proposals to the Stockholders’ Meeting;
9.2.6 Bring lawsuit against the JV’s directors and executive officers pursuant to Clause 152 under the “Corporation Law”; The Supervisor may attend Board Meetings as a non-voting delegate.
The Supervisory Board. The Supervisory Board will be responsible for the decisions regarding the supervision of educational and scientific purposes.
The Supervisory Board