Board Committees Sample Clauses
The 'Board Committees' clause establishes the authority of a company's board of directors to create specialized subgroups, known as committees, to handle specific areas of governance or oversight. Typically, this clause outlines the types of committees that may be formed—such as audit, compensation, or nominating committees—and describes how their members are appointed and what powers they hold. By delegating certain responsibilities to committees, the board can operate more efficiently and ensure that complex or technical matters receive focused attention, thereby improving oversight and decision-making within the organization.
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Board Committees. From and after the date hereof, each of WCAS and ▇▇▇▇▇▇▇ agrees to cause its designees to the Board, if any, to vote or otherwise give such director’s consent, to the extent not prohibited by applicable law, the certificate of incorporation or the bylaws of the Company then in effect, to the creation and maintenance of:
(i) a Compensation Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Compensation Committee shall approve all grants of stock options or stock awards to employees of the Company, all increases in compensation of officers of the Company and all other employee benefits (including, without limitation, vacation policy, benefit plans, company automobiles and insurance) granted to officers of the Company;
(ii) an Audit Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, and one of whom shall be an Independent Director, if any, which Audit Committee shall review and approve the financial statements of the Company as audited by the Company’s independent certified public accountants; and to nominate Independent Directors to serve on the Board from time to time; provided, however, that the agreement set forth in this clause (ii) shall cease and be of no effect upon and after the Company’s initial Public Offering;
(iii) until such time as ▇▇▇▇▇▇▇ no longer serves on the Board, a Corporate Development Committee of the Board, consisting of three (3) directors, one of whom shall be a WCAS Designee, if any, one of whom shall be a ▇▇▇▇▇▇▇ Designee, if any, who shall chair the Corporate Development Committee, and one of whom shall be an Independent Director, if any, which Corporate Development Committee shall (A) provide guidance and feedback to the Company’s CEO and conduct, in the first instance, his annual performance review and provide input to the Board regarding the same, (B) evaluate attainment of personal goals by the Company’s CEO and review his evaluation of attainment of personal goals by other executives, and make recommendations to the Compensation Committee of the Board in respect thereof, (C) provide oversight of human resource functions, including strategic human resources and succession planning, (D) provide general oversight of research and development and (E) review in the ...
Board Committees. (a) At any time when at least one (1) Walgreens Director is a member of the Board, each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens Director, subject to such Walgreens Director meeting the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee.
(b) Until no Walgreens Director serves as a director on the Board (and WBA either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects the ability of any Walgreens Director to be a member of any such committee.
(c) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Director shall be entitled to serve on any ad hoc, special or similar committee established by the Board to consider a matter with respect to which the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA or its Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Director, as applicable, has a conflict with respect to such matter.
Board Committees. (i) Immediately following the execution of this Agreement, the Board shall take all necessary actions to (i) form a Strategic Committee of the Board (the “Strategic Committee”) to explore strategic alternatives for the Company, with the goal of creating value for the Company’s shareholders and (ii) appoint ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ to the Strategic Committee, plus two (2) Continuing Directors as determined by the Board, with ▇▇. ▇▇▇▇ serving as its Chairman. During the Standstill Period, unless otherwise agreed by Starboard, the Strategic Committee shall be composed of four (4) directors, including two (2) Appointed Directors (or Replacement Directors). Subject to Nasdaq rules and applicable law, in the event either of the Appointed Directors shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will serve as an interim member of the Strategic Committee.
(ii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇▇▇▇ to the Audit Committee.
(iii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Ms. Norwalk to the Management Compensation Committee.
(iv) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇ to the Management Compensation Committee.
(v) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇▇▇▇ to the Nominating Committee.
(vi) During the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to financial expertise and independence.
(vii) Subject to Nasdaq rules and applicable laws, during the Standstill Period, the Board and all applicable committees of the Board shall give each of the Appointed Directors the same due consideration for membership to each other committee of the Board as any other independent dire...
Board Committees. The Board may organize such committees of the Board as it deems reasonably necessary to effectively govern the Company.
Board Committees. (1) Prior to the consummation of the Initial Public Offering, the following standing committees of the Board (each, a “Committee”) shall be established to advise and report to the Board on the matters as are, and to otherwise exercise such power and authority as is, delegated to such Committees by the Board. Upon the consummation of the Initial Public Offering such committees shall be comprised of the below noted Directors: Audit Committee ▇▇▇▇ ▇▇▇▇▇ (Chair) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ NGC Committee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (Chair) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(2) All members of the Committees shall be selected by the Board and shall have such qualifications as may be required by applicable law and the rules of any securities exchange on which the Corporation’s shares are listed for trading to serve on such committees.
Board Committees. The Company and the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereof, if the Icahn Designees are elected to the Board at the 2014 Meeting, no later than the earlier of (x) the first action at the first meeting of the Board following the 2014 Meeting and (y) five (5) business days following the 2014 Meeting, and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right), to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the r...
Board Committees. For so long as the Designating Stockholder Representative is entitled to designate a Designee pursuant to Section 2.1(a) hereof, to the extent permitted by Law, the Certificate of Incorporation and the rules of any stock exchange on which the Class A Common Stock is listed for trading, and subject to requisite independence or other eligibility requirements applicable to such committee, the Designating Stockholder Representative shall have the right, but not the obligation, to appoint (or cause to be appointed) at least 1 Designee to each committee of the Board, other than the Litigation Demand Committee.
Board Committees. As of the Effective Date, the Company’s Board of Directors shall have validly appointed an audit committee and the Company’s Board of Directors and audit committee shall have adopted a charter. Neither the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
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.
Board Committees. To ensure the Board has adequate time to concentrate on strategy, planning and performance enhancement, the Board will delegate certain specific duties to Board committees. There are currently 2 committees that have been established, the Nomination and Remuneration Committee and the Audit and Risk Committee. Each committee has a defined charter to assist and support the Board in the conduct of its duties and obligations. The structure and membership of each committee and their charters are reviewed annually. Other committees may be constituted from time to time, as required.