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Board Oversight Sample Clauses

Board Oversight. Within 60 days of this Agreement, the board of directors of the Bank shall submit to the Reserve Bank a written plan to strengthen board oversight of the management and operations of the Bank. The plan shall, at a minimum, address, consider, and include:
Board Oversight. The management of the Account shall at all times remain under the oversight of the Board of Directors of the Company. The Company’s management will oversee the ongoing activities of the Investment Manager to achieve the Company’s business goals within its risk, capital and liquidity tolerances. The Company reserves the right to review and direct as needed specific investment activity to achieve its objectives. Capitalized terms used but not otherwise defined in this Schedule 2 have the meanings ascribed to such terms in the Investment Management Agreement.
Board Oversight. The Board shall be responsible for the review and oversight of CHN’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (e.g, non-employee, non-owner, and non-executive) members. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHN’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee; b. submitting to the OIG a description of the materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; c. for each Reporting Period of the CIA, adopting a resolution, approved by each member of the Board regarding its review and oversight of CHN’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHN’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHN’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect...
Board Oversight. (1) Within one hundred twenty (120) days, the Compliance Committee shall complete a review of Board supervision presently being provided to the Bank to ensure that the Bank has competent and effective Board and management to carry out the Board’s policies, to operate the Bank in a safe and sound manner, and ensure compliance with this Agreement, applicable laws, rules and regulations. The findings and recommendations of the Compliance Committee shall be set forth in a written report to the Board. At a minimum, the report shall consider: (a) an assessment of the Board committees to ensure members are knowledgeable of areas delegated to the respective committees; (b) an assessment of whether Board members are receiving timely and adequate information on the condition, risks and operations of the Bank to enable them to fulfill their fiduciary responsibilities and other responsibilities under law; (c) an assessment of Board processes in place to respond to the findings of control functions, such as internal audit, loan review and compliance, and to determine appropriate corrective actions, assignment of management responsibilities, tracking progress, and enforcing accountability; and (d) recommendations to correct or eliminate any other deficiencies in the supervision or organization structure of the Bank. (2) Within sixty (60) days after completion of the review required by paragraph (1), the Board shall develop, adopt and thereafter ensure Bank implementation and adherence to a written plan, with specific time frames, that will correct any deficiencies identified above. (3) Copies of the Board’s written plan shall be forwarded to the Assistant Deputy Comptroller. The Assistant Deputy Comptroller shall retain the right to determine the adequacy of the report and its compliance with the terms of this Agreement. In the event the written plan, or any portion thereof, is not implemented, the Board shall promptly advise the Assistant Deputy Comptroller, in writing, of specific reasons for deviating from the plan.
Board OversightThe Board of Trustees must initially approve the Code of Ethics for the Trust and the Adviser, and the Board of Trustees must approve any material changes to the Code of Ethics within six (6) months of such change. The compliance officer shall (i) promptly notify the Board of any material violation of the Code; (ii) provide to the Board a written report summarizing any and all material issues that arose during the previous year, and (iii) annually certify that the Adviser has adopted procedures in compliance with the Code of Ethics and Rule 17j-1 under the 1940 Act.
Board Oversight. All of the functions undertaken by the Investment Manager hereunder shall at all times be subject to the oversight of the Board of Trustees or any committee or officers of the Company acting under the authority of the Board of Trustees. For the avoidance of doubt, the Investment Manager is responsible for the day-to-day management of the Funds.
Board Oversight. The Audit Committee of the Board (Board Committee) shall be responsible for the review and oversight of BioReference’s compliance with Federal health care program requirements and the requirements of this CIA. The Board Committee must include independent (i.e., non-employee and non-executive) members. The Board Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee BioReference’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee; b. submitting to the OIG a description of the materials the Board Committee received and reviewed and any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution approved by each member of the Board Committee regarding its review and oversight of BioReference’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board Committee has made a reasonable inquiry into the operations of BioReference’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, BioReference has implemented an effective compliance program to meet Federal health care program requirements and the requirements of the Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board Committee is unable to adopt such a resolution, the Board Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at BioReference. BioReference shall report to OIG, in writing, any changes in the membership of the Board Committee, within 15 business days after such a change.
Board Oversight. The Board shall be responsible for the review and oversight of Vision Quest’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (i.e., non-employee and non- executive) members. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee Vision Quest’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee; b. submitting to the OIG a description of the materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution, approved by each member of the Board regarding its review and oversight of Vision Quest’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of Vision Quest’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, Vision Quest has implemented an effective compliance program to meet Federal health care program requirements and the requirements of Vision Quest’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at Vision Quest. Vision Quest shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.
Board Oversight. (1) The Board shall ensure that the Bank has competent management in place on a full-time basis in all executive officer positions to carry out the Board’s policies; ensure compliance with this Agreement; ensure compliance with applicable laws, rules, and regulations; manage the day-to-day operations of the Bank in a safe and sound manner; and fully implement the findings and recommendations of the 2008 Management Study. (2) Within sixty (60) days, the Board shall prepare a written assessment of the capabilities of Bank’s executive officers to perform present and anticipated duties, taking into account the findings in the Report of Examination conducted as of September 30, 2008 (“XXX”), and factoring in the officers’ past actual performance, experience, and qualifications, compared to their position descriptions, duties and responsibilities, with particular emphasis on their proposed responsibilities to execute the Strategic Plan and 2008 Management Study, and correct the concerns raised in the Report of Examination. Upon completion, a copy of the written assessment shall be submitted to the Assistant Deputy Comptroller. (3) If the Board determines that an officer’s performance, skills or abilities needs improvement, the Board will, within thirty (30) days following its determination, require the Bank to develop and implement a written program, with specific time frames, to improve the officer’s performance, skills and abilities. Upon completion, a copy of the written program shall be submitted to the Assistant Deputy Comptroller. (4) If an executive officer position is vacant now or in the future, including if the Board realigns an existing officer’s responsibilities and a executive officer position becomes vacant, the Board shall within sixty (60) days of such vacancy identify and provide notice to the Assistant Deputy Comptroller, pursuant to paragraph (5) of this Article, of a qualified and capable candidate for the vacant position who shall be vested with sufficient executive authority to ensure the Bank’s compliance with this Agreement and the safe and sound operation of functions within the scope of that position’s responsibility. (5) Prior to the appointment of any individual to an executive officer position, the Board shall submit to the Assistant Deputy Comptroller written notice, as required by 12 C.F.R. § 5.51 and in accordance with the Comptroller’s Licensing Manual. The Assistant Deputy Comptroller shall have the power to disapprove the appoi...
Board Oversight. Within 30 days of this Agreement, the board of directors of Santander Holdings shall submit to the Reserve Bank written procedures acceptable to the Reserve Bank to strengthen board oversight of management regarding planned capital distributions by Santander Holdings and any subsidiary. The procedures shall, at a minimum, provide for the following actions to be taken prior to requesting approval of proposed dividends or capital distributions (as defined in 12 CFR 225.8(c)(2)) pursuant to the provisions of paragraph 3, below: