CEO Search Committee Sample Clauses
The CEO Search Committee clause establishes a designated group responsible for overseeing the process of identifying, evaluating, and recommending candidates for the Chief Executive Officer position. Typically, this committee is composed of board members or other key stakeholders who set criteria for the search, engage with executive search firms, and conduct interviews with potential candidates. Its core practical function is to ensure a structured, impartial, and effective process for selecting a new CEO, thereby reducing conflicts of interest and promoting good governance during leadership transitions.
CEO Search Committee. For so long as Fosun remains entitled to nominate at least one (1) individual for election to the NFC Board pursuant to the Director Nomination Agreement:
(a) At any time after the Closing, in the event that the NFC Board determines that it is in the best interest of NFC to identify candidates for CEO successor or replacement, NFC shall set up a CEO search committee (the “CEO Search Committee”) to identify such candidates, which shall include one (1) director nominated by Fosun. If invited by members of the CEO Search Committee (the “Committee Members”), members of the management teams of NFC and the Group Companies may also attend the meetings and participate in the discussions of the CEO Search Committee, but shall not be deemed Committee Members or be entitled to vote as such unless approved by all Committee Members.
(b) NFC shall not employ any person as CEO unless such person is recommended by the CEO Search Committee for approval by the Board pursuant to this Section 2.7.
(c) The CEO Search Committee shall have the authority to consider and recommend candidates for the CEO position (the “CEO Candidates”) to the NFC Board for consideration or approval but shall not have the authority to approve or appoint any CEO Candidate as CEO, and shall not recommend any CEO Candidate to the NFC Board for consideration or approval unless approved by all Committee Members, provided, however, that if each of three (3) individuals (who shall be three different individuals) consecutively presented to the CEO Search Committee for consideration by the Committee Members has not been unanimously approved by the CEO Search Committee within one (1) month after the last of the foregoing three (3) individual is first presented to the CEO Search Committee, the CEO Search Committee may recommend any CEO Candidate (who shall be a different person from the forgoing three individuals) that is approved by a majority of the Committee Members to the Board for consideration and approval; provided further that in this case, if the Committee Member nominated by Fosun (to the extent there is one) does not approve such CEO Candidate, such Committee Member shall be entitled to nominate an individual and the CEO Search Committee shall recommend both such individual and the CEO Candidate approved by a majority of the Committee Members to the Board for consideration.
CEO Search Committee. As promptly as practicable following the execution of this Agreement, the Board shall take all necessary actions to form an ad hoc advisory CEO Search Committee (the “CEO Search Committee”) to lead and oversee the search for potential candidates for the role of the New CEO (the “CEO Search”) and recommend a candidate for the New CEO for approval by the full Board. The Board shall appoint M▇. ▇▇▇▇▇ to the CEO Search Committee, and the independent directors shall appoint the other members of the CEO Search Committee and determine its Chairperson. The CEO Search Committee will be provided with the resources and authority necessary for the CEO Search Committee to discharge its purpose, including to hire and direct the work of an executive search firm. The executive search firm selected by the CEO Search Committee must be agreed upon by a majority of the members of the CEO Search Committee. In conducting the CEO Search, the CEO Search Committee shall evaluate both internal and external candidates for the position of the New CEO. It is expressly agreed that none of Healios, D▇. ▇▇▇▇▇▇▇▇, or any Healios Replacement Director shall have any veto, consent or special voting rights with respect to the selection of the New CEO, which selection shall be made by the Board after considering the recommendations of the CEO Search Committee. During the Standstill Period, Healios, D▇. ▇▇▇▇▇▇▇▇, and any Healios Replacement Director agree that they shall not, and shall cause their respective Affiliates and Associates not to, make or cause to be made any public statement or announcement (including in any document or report filed or furnished to the SEC or through the press, media, analysts or other persons) regarding the search process for the New CEO or the candidates under consideration.
CEO Search Committee. The Corporation shall within 30 business days of the date hereof:
(a) create a committee of the Board, comprising the ▇▇ ▇▇▇▇▇▇ Nominee, the interim CEO of the Corporation as at the date hereof and two additional directors, which committee shall be tasked with expeditiously conducting a search for one or more candidates for the role of permanent chief executive officer of the Corporation (Permanent CEO) having the appropriate skills, qualifications and experience for such role (the CEO Search Committee); and
(b) in consultation with ▇▇ ▇▇▇▇▇▇, put in place terms of reference for the CEO Search Committee, which terms of reference shall include terms that (i) the ▇▇ ▇▇▇▇▇▇ Nominee or Additional Nominee appointed to the CEO Search Committee may propose to the CEO Search Committee for consideration a reasonable number of Permanent CEO candidates and (ii) if the CEO Seach Committee proposes not to recommend to the Board a Permanent CEO candidate proposed by the ▇▇ ▇▇▇▇▇▇ Nominee or the Additional Nominee, it must formulate detailed reasons for so doing and reflect the same in minutes of the CEO Search Committee.
CEO Search Committee. In conjunction with the Board refreshment, the Board shall appoint ▇▇. ▇▇▇ to its CEO Search Committee as soon as reasonably possible following the Board refreshment (but in no event later than two (2) business days thereafter). The reconstituted CEO Search Committee shall consist of Mr. Rovinescu (Board Chair) and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (Committee Co-Chair), in addition to ▇▇. ▇▇▇ (Committee Co-Chair).
CEO Search Committee. As soon as reasonably possible following the appointment of the New Directors (but in no event later than five (5) business days thereafter), the Board shall take all action necessary to form a Chief Executive Officer Search Committee (the “CEO Search Committee”) to conduct a search to identify candidates for and assist the Board in selecting the Company’s next chief executive officer and president (the “New CEO”). The CEO Search Committee shall consist of four (4) directors, who shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (or, if any such director ceases for any reason to be a member of such committee, such replacement director as shall be appointed by the Board) and the New Investor Director. ▇▇▇▇▇ ▇. ▇▇▇▇▇ will serve as the Chair of the CEO Search Committee. If the New Investor Director is unable or unwilling to serve as a member of the CEO Search Committee, resigns as a member, is removed as a member or ceases to be a member for any other reason prior to the Expiration Date, the Investors shall be entitled to select, in consultation with the Company and as approved by the Board (such approval not to be unreasonably withheld, conditioned or delayed), a director serving on the Board at the time of such selection (including a Replacement New Director appointed pursuant to paragraph 6) to serve on the CEO Search Committee as a replacement for such member (the “Replacement CEO Search Committee Member”). Effective upon the appointment of the Replacement CEO Search Committee Member to the CEO Search Committee, such Replacement CEO Search Committee Member will be considered a “New Investor Director” solely for the purposes of the immediately preceding sentence.