Authority Matrix Clause Samples

Authority Matrix. 55.1 Subject to the Act and these Bye-laws, the Supervisory Board shall ensure that the business of the Company shall be managed by the CEO and the Management Board. The following actions shall require the approval of the Supervisory Board: (a) the approval of the Business Plan and, subject to and in accordance with Bye-law 81, the Headquarters Budget; (b) the approval of M&A Transactions, subject to and in accordance with Bye-law 56; (c) the acquisition or construction of a capital asset not included in the Business Plan if the total expenditures by a Group Company would exceed the Authority Threshold; (d) any suspension, cessation or abandonment of any activity which exceeded the Authority Threshold in revenues for the most recent fiscal year; (e) any Group Company’s exit from or closing of a business or business segment, or a down-sizing, reduction in force or streamlining of any operation, that results in cash expenditures outside the ordinary course of business for which the aggregate cash expense would exceed the Authority Threshold for any such projects or series of related projects; (f) any Fundamental Transaction; (g) any sale of all or substantially all of the assets of any Group Company; (h) any financing transaction that exceeds the Authority Threshold between two or more Group Companies where one or more of the companies is not wholly-owned (directly or indirectly) by the Company; (i) any organisational or reporting changes to the management structure of the Company; (j) any Group Company incurring or guaranteeing any debt in an amount greater than the Authority Threshold; (k) any Group Company providing a guarantee of indebtedness or granting security in respect of indebtedness, in each case in an amount greater than the Authority Threshold; (l) the payment of any dividends by a Group Company other than (1) dividends paid by a Group Company which is wholly-owned (directly or indirectly) by the Company or (2) preferred dividends required by law or by the charter of such Group Company; (m) except for issues of shares, or interest in shares, in connection with employee compensation awards (which authority shall be delegated to the Compensation Committee), the issue or repurchase of any shares in the Company or securities convertible or exchangeable into shares or interests in shares of the Company, or the right to subscribe for any shares or securities of the Company, as well as the issue or repurchase of other forms of security of the Company; ...