Chairman and Chief Executive Officer. Subject to the direction and control of the Management Committee, the chairman and chief executive officer shall be the chief executive officer of the Partnership and shall have the following general duties and responsibilities: be in charge of the business of the Partnership: see that the resolutions and directions of the Management Committee are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Management Committee; and, in general, discharge all duties incident to the office of chairman and such other duties as may be prescribed by the Management Committee from time to time. The chairman shall preside at all meetings of the Management Committee. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Partnership or a different mode of execution is expressly prescribed by the Management Committee, the chairman may execute for the Partnership any contracts, deeds, mortgages, bonds, or other instruments which the Management Committee has authorized to be executed.
Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer shall be Chairman of the Board of Managers and of the Executive Committee, if any, and shall be the chief executive officer of the Company and, subject to the control of the Board of Managers, shall have general charge and control of the business and affairs of the Company and shall be responsible for directing, administering and coordinating the business operations of the Company in accordance with the policies, goals and objectives established by the Board of Managers with power and authority, when acting in the ordinary course of business of the Company, in the name and on behalf of the Company and under its seal attested by the Secretary or an Assistant Secretary of the Company, or otherwise, to (i) execute and deliver agreements, contracts, certificates and other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences of interest and indebtedness, rights and options to acquire the same, and all other securities, whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds, evidence of interest and indebtedness, rights and options to acquire the same, and all other securities, corporate or otherwise, now or hereafter standing in the name of or owned beneficially by the Company, (iv) open and maintain accounts with banking institutions, including investment banks and brokerage firms, and (v) borrow from banks and other financial institutions, including investment banks and brokerage firms, such sums of money for such periods of time and upon such terms as such officer shall deem necessary or appropriate, and execute and deliver notes, other evidences of indebtedness and agreements for the repayment of any sums so borrowed in the name and on behalf of the Company; provided, however, that no borrowing pursuant to this clause (v) shall have an original maturity of more than one year. Such officer shall preside at all meetings of the members of the Company and the Board of Managers at which such officer is present. Such officer shall perform all other duties and enjoy all other powers which are commonly incident to the office of Chairman and Chief Executive Officer, or are delegated to such officer from time to time by the Board of Managers or are or may at any time be authorized or required by law.
Chairman and Chief Executive Officer. Principle 3: Clear division of responsibilities and balance of power and authority To maintain an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making, the roles and responsibilities between the Chairman and CEO are held by separate individuals. Xx Xxxxxxx Xxx Xxx Xxxxx is our Chairman and Xx Xxxx Iz-Xxxx is our CEO. The Chairman brings with him a wealth of experience. He leads the Board and bears responsibility for the working of the Board. Xx Xxx is responsible for creating the conditions for the overall effectiveness and direction of the Board, Board Committees and individual Directors. He ensures that the Board receives accurate, timely and clear information and that the Board meetings are held as and when necessary, and sets the agenda of Board meetings in consultation with the other Directors and Management. He assists in ensuring compliance with the guidelines on corporate governance and facilitates the effective contribution of Non-Executive Directors. The CEO, Xx Xxxx Iz-Xxxx, works with the Board to determine the strategy for the REIT. She also works with the other members of the management team to ensure that the REIT operates in accordance with the Manager’s stated investment strategy. Further, she is responsible for the future strategic development, overall day-to-day management and operations of the REIT, and works with the Manager’s investment, asset management, financial and compliance personnel in meeting the strategic, investment and operational objectives of the REIT. In view of the fact that the Chairman of the Board and CEO are not the same person and are not immediate family members; and he is not part of the management team and is an Independent Director, the Company is not required to have a Lead Independent Director. During FY 2018, the Independent Directors have met at least once in the absence of Management, to discuss matters and provide relevant feedback. Board Membership
Chairman and Chief Executive Officer. (a) At the Effective Time, Xxxxxx Xxxxxxxx shall remain the Chairman and CEO. In the event that Xxxxxx Xxxxxxxx is not the CEO at the Effective Time or ceases to be the CEO at any time during the Specified Period, then Xxx Xxxxxxxx, if he is COO at such time, shall succeed to the position of CEO for the remainder of the Specified Period. During any such period of succession, Xxx Xxxxxxxx shall continue to exercise the powers, rights, functions and responsibilities of the COO in addition to exercising those of the CEO.
Chairman and Chief Executive Officer with a copy to: Xxxxxx Godward LLP Five Palo Alto Square 0000 Xx Xxxxxx Xxxx Xxxx Xxxx XX 00000-0000
Chairman and Chief Executive Officer. The parties agree that except as set forth in this Section 3.6, the terms of this Agreement do not change Xxxxxxx X. Xxxxxxxxxx’x position as Chairman of the Board of Directors and Chief Executive Officer of the Company, subject to the terms of his Employment Agreement (as defined below). Xxxxxxx X. Xxxxxxxxxx hereby acknowledges and agrees that this Agreement shall hereby amend his Employment Agreement dated October 21, 2002 with the Company (the “Employment Agreement”) so that the changes to the Board of Directors and the other actions contemplated by this Agreement shall not constitute a “Change In Control” or a “Good Reason” pursuant to the Employment Agreement and that the Employment Agreement shall otherwise continue in full force and effect. Notwithstanding the foregoing, if during the Standstill Period Xxxxxxx X. Xxxxxxxxxx is terminated by the Company without “Cause” or if “Good Reason” has occurred, the Standstill Period with respect to the Xxxxxxxxxx Entities shall terminate and neither Xxxxxxx X. Xxxxxxxxxx nor any Xxxxxxxxxx Entity shall have any further obligation under this Agreement. For purposes of this Section 3.6, “Change In Control” and “Good Reason” shall have the meanings ascribed to such terms in the Employment Agreement.
Chairman and Chief Executive Officer. The initial Chairman and Chief Executive Officer of the Company and the Surviving Corporation (“Initial CEO”) shall be Xx. Xxxxxxx, who shall continue as Chief Executive Officer of the Company and the Surviving Corporation for a period of five years from the consummation of the Merger, subject to the terms of his employment agreement.
Chairman and Chief Executive Officer. Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: The First National Bank of Boston c/o Boston EquiServe Limited Partnership 000 Xxxxxx Xxxxxx, Mail Stop 45-02-62 Canton, MA 02021 Attention: Shareholder Services Division Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
Chairman and Chief Executive Officer. Subject to the control of the Managers, the Chairman and Chief Executive Officer shall preside at all meetings of the Company and shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities. The Chairman and Chief Executive Officer may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company and may sign all certificates for membership interests of the Company and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Chairman and Chief Executive Officer by the Managers.
Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer shall be, subject to the control of the Board, in general charge of the affairs of the Corporation and perform such other duties as the Code of By-Laws or the Board may prescribe. He shall also preside at all meetings of shareholders and directors, discharge all the duties which devolve upon a presiding officer, and shall perform such other duties as the Code of By-Laws or Board may prescribe all meetings of the Board of Directors.