Examples of CNG Committee in a sentence
The Company shall compensate the Executive for any lost wages (or, if the Executive is not then employed, provide reasonable compensation as determined by the CNG Committee) and reimburse the Executive’s reasonable expenses associated with such cooperation and assistance.
The terms and conditions of the Equity Incentives set forth in this Section 3.2 shall be consistent with the terms and conditions of the Equity Incentive Agreements as approved by the CNG Committee as the plan administrator for the 2012 Omnibus Plan (the “Equity Incentive Agreements”).
The CNG Committee is responsible for the regular assessment of the effectiveness of the board of directors as a whole, the committees of the board of directors and the contributions of individual directors.
The CNG Committee resolved in the 2006 fiscal year that a general Board Effectiveness Survey should be conducted, as well as full individual director assessments of each member of the board and the Chairman by other members.
During the 2008 fiscal year, the CNG Committee and board of directors conducted its second board and individual assessment process.
Tenneco reserves the right to amend or terminate the Plan by action of the CNG Committee, or the committee or person to which it delegates such authority, and each Employer reserves the right to terminate the Plan, as applied to it; provided, however, that no such amendment or termination of the Plan will reduce the amount credited to any Participant as of the date of such amendment or termination.
The board has a CNG Committee currently composed of four directors, all of whom are independent of management.
The CNG Committee reviews the composition and performance of the Board on a regular basis in relation to approved Director criteria and recommends changes as appropriate, which, in its view, is a more meaningful way to evaluate the performance of Directors and to make determinations about whether a Director should be removed due to under-performance.
In addition, the Committee has the authority to engage and compensate any outside advisor that it determines to be necessary to permit it to carry out its duties, subject to the approval of the independent directors.The CNG Committee is responsible for identifying individuals qualified to become new board members and recommending to the board the new director nominees for the next annual meeting of Shareholders.
The CNG Committee charter clearly establishes the committee’s purpose, responsibilities, member qualifications, member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the board.