Audit Committee of the Board Sample Clauses

Audit Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established an audit committee that shall consist of three (3) or more Independent Directors (with the size of the audit committee established by the Board of Directors).
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Audit Committee of the Board. (a) As of the Completion of the IPO and until such time as otherwise provided for in this Agreement, the Board of Directors shall have established an audit committee that shall consist of three or more Independent Directors, with the size of the audit committee established by the Board of Directors. At any time prior to the Non-Control Date during which a NAB Independent Director serves on the Board of Directors, at least one member of the audit committee shall be a NAB Independent Director designated by NAB, so long as such NAB Independent Director also meets the standards for audit committee membership as set forth in the NYSE Manual.
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Audit Committee of the Board. The Board shall establish an audit committee of the Board (the “Audit Committee”) comprising three (3) members to establish a framework for and monitor financial accountability, and to review and supervise the financial reporting process and internal control procedures of the Company provided that, subject to Section 1.2(a), (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Audit Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Audit Committee, (iii) Series B Holders shall be entitled to appoint one (1) director to sit on the Audit Committee, and (iv) the director appointed by the Investors to sit on the Compensation Committee will not be elected to sit on the Audit Committee, and vice versa.
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Audit Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established an audit committee that shall consist of three Independent Directors. At the option of ING Group, the Board of Directors shall appoint a fourth Director (as designated by ING Group, so long as such Director shall also meet the standard for audit committee membership as set forth in the NYSE Manual) to the audit committee, who, until the date immediately preceding the first anniversary of the date upon which the IPO Registration Statement becomes effective, need not be an Independent Director.
Sample 1
Audit Committee of the Board. (a) As of Closing, the Company Board shall have established an Audit Committee consisting solely of three (3) or more Independent Directors (with the size of the Audit Committee established by the Company Board) with at least one (1) such Independent Directors being a CIBC Independent Director, which Independent Directors shall also meet the standards for Audit Committee membership as set forth in the Exchange Manual and the rules under the Exchange Act.
Sample 1
Audit Committee of the Board. The Company shall take all steps and complete all actions necessary to maintain the Audit Committee of the Board of Directors (the "Audit Committee"). The Audit Committee shall consist of three members of the Board of Directors, one of whom shall be the Series A Director, and one of whom shall be a Series B Director. No member of the Audit Committee shall be an employee or officer of the Company. The Audit Committee shall make recommendations for the appointment of the Company's independent accountants to examine and audit the books and accounts of the Company and shall review the nature of non-audit related services to be rendered by the Company's independent public accountants and the fees to be paid for those services, the auditing arrangements and the scope of the independent public accountants' examination of the books, the results of the audits, and any problems identified by the independent public accountants regarding internal controls. The Audit Committee also shall meet with the Company's Chief Financial officer regarding internal auditing matters and controls. All actions of the Audit Committee shall require the affirmative vote of a majority of the members thereof. All recommendations of the Audit Committee shall be subject to approval by the Board of Directors at any annual, regular, or special meeting.
Sample 1
Audit Committee of the Board. The Company shall establish an ---------------------------- Audit Committee within six months of the date of this Agreement. Members of the Audit Committee shall be appointed by the Board of Directors.
Sample 1
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Related to Audit Committee of the Board

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at 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 of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • 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 1940 Act.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • 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.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • The Board 6.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with this agreement and the Articles.

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

  • Chairman of the Board The Chairman of the Board, if any, shall perform such duties as shall be assigned, and shall exercise such powers as may be granted to him or her by the Manager or the Board.

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