Appointments and compensation committee Sample Clauses

Appointments and compensation committee. As of the date of the Base Prospectus, the appointments and compensation committee of BELFIUS BANK had the following membership: Name Position Xxxxxxx Xxx Xxx Xxxxxx Chairmandirector of BELFIUS BANK Xxxxxx Xxxxxxxxx Member – director of BELFIUS BANK Xxxxxx Xxxxxxxxxxxx Member – director of BELFIUS BANK Xxx Xxxxxx Member – chairman of the board of directors of BELFIUS BANK until 31 December 2013 Three independent directors (including the Chairman) sit on the appointments and compensation committee. The committee is constituted in such a manner as to enable it to formulate a competent and independent judgment of the policies and practices of remuneration and on the incentives created for the management of risks, capital and reserves and liquidity. As representatives of the management board, the chairman of the management board and the head of Human Resources attend meetings of the appointments and compensation committee. Representative(s) of Belfius Insurance attend(s) meetings of the appointments and compensation committee for questions relating to Belfius Insurance and its subsidiaries. The appointments and compensation committee prepares the decisions of the board of directors that relate to: • compensation policy; • the compensation paid to the chairman of the management board and, at its proposal, the compensation of the members of the management board; and • the compensation report published in the annual report. The appointments and compensation committee: • regularly checks with management to see whether the compensation programme is achieving its aim and complies with the provisions in force; • assesses each year the performance and activities of the members of the management board of BELFIUS BANK and Belfius Insurance; • evaluates each year the criteria for independence based on which independent directors can be appointed. It also puts forward proposals to the general meeting of shareholders; and • makes proposals for the appointment or renewal of the term of office for the chairman and members of the management board of BELFIUS BANK and Belfius Insurance. The appointments and compensation committee acts for both BELFIUS BANK and Belfius Insurance.
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Related to Appointments and compensation committee

  • 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.

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  • 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.

  • TRANSITION COMMITTEE 8.1.0 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.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • 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 1. 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. 3. Except as otherwise provided in this Agreement, the Committees shall convene in regular session once a year at the same time the Free Trade Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting. The sessions may be held by any technological means available to the Parties. 4. When necessary, the Committees created hereby shall consult with such other Committees as needed to address the issues they handle.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

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