Corporate Governance Clause Samples

Corporate Governance. The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.

Corporate Governance. The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium (the Compendium) seven corporate governance standards. The Compendium is at: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇- compendium.aspx Where applicable, the Organisation is to:  Provide required reports in accordance with timeframes advised by the Ministry;  Review and update the Manual of Delegations (PD2012_059) to ensure currency;  Ensure recommendations of the NSW Auditor-General, the Public Accounts Committee and the NSW Ombudsman, where accepted by NSW Health, are actioned in a timely and effective manner, and that repeat audit issues are avoided.

Corporate Governance. (a) As of the date of this Agreement, each of the Company and Rice MLP, as applicable, has disclosed to the Company’s or Rice MLP’s auditors and audit committees (A) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s or Rice MLP’s ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Rice MLP’s internal controls over financial reporting. Since January 1, 2015, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company or Rice MLP (as defined in Rule 3b-7 under the Exchange Act) or director of the Company, Rice MLP or any of their respective Subsidiaries. (b) The Company and Rice MLP have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). To the knowledge of the Company, such disclosure controls and procedures are designed to ensure that material information relating to the Company and Rice MLP, including their respective Subsidiaries, required to be disclosed by the Company and Rice MLP, including their respective Subsidiaries, in the reports that they file or submit under the Exchange Act is accumulated and communicated to the Company’s and Rice MLP’s respective principal executive officers and principal financial officers to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company and Rice MLP in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Corporate Governance. Neither the execution and delivery of this Agreement and Ancillary Agreements nor the performance by it of its obligations under this Agreement and Ancillary Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or Assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party.

Corporate Governance. (a) Effective as of the Effective Time, in accordance with the FIBK Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Entity shall be sixteen (16). Of the members of the initial Board of Directors of the Surviving Entity as of the Effective Time, (i) one (1) shall be the Chief Executive Officer of FIBK as of immediately prior to the Effective Time, (ii) an additional ten (10) shall be members of the Board of Directors of FIBK as of immediately prior to the Effective Time, designated by FIBK (the directors referred to in clauses (i) and (ii), the “FIBK Directors”), and (iii) an additional five (5) shall be members of the Board of Directors of GWB as of immediately prior to the Effective Time, designated by GWB (the directors referred to in this clause (iii), the “GWB Directors”); provided that any GWB Director must meet any applicable requirements or standards that may be imposed by a Regulatory Agency for service on the Board of Directors of FIBK. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of GWB and FIBK) shall cooperate in good faith to mutually agree on the selection of the GWB Directors who will join the Board of Directors of the Surviving Entity, their respective classes, and their respective committee appointments, taking into account relevant considerations including skill sets, experience, diversity and inclusion, and the needs of the Board of Directors of the Surviving Entity; provided, that (i) the GWB Directors shall be apportioned among the three (3) classes of the Board of Directors of the Surviving Entity as nearly evenly as is possible, (ii) the Chairman of GWB as of immediately prior to the Effective Time shall be appointed to the Executive Committee of the Board of Directors of the Surviving Entity effective as of the Effective Time and (iii) the GWB Directors shall be eligible and given due consideration for committee service to the same extent as the FIBK Directors, and each GWB Director shall be appointed to at least two (2) standing committees of the Board of Directors of the Surviving Entity effective as of the Effective Time. (b) The Surviving Entity, the Board of Directors of the Surviving Entity and the Governance and Nominating Committee of the Board of Directors of the Surviving Entity shall take all actions necessary to nominate the GWB Directors for reelection to the Board of Directors of the Surviving Entity at the first annual me...

Corporate Governance. The Manager shall (i) furnish such reports, evaluations, information or analyses and materials to the Board as the Board may request from time to time or as the Manager may deem to be appropriate; (ii) provide the Funds with such officers as may be necessary to carry out the Funds’ operations; and (iii) make recommendations to the Board with respect to Fund policies and carry out such policies as are adopted by the Board.

Corporate Governance. Ultimus shall provide the following services to the Trust and its Funds: 3.1. provide individuals reasonably acceptable to the Board to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined and under supervision by the Board; 3.2. coordinate the acquisition of and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of the Investment Company Act and as such bonds and policies are approved by the Board; and 3.3. coordinate meetings of, prepare materials for, attend and write minutes of the Board’s quarterly meetings.

Corporate Governance. (a) Prior to the Effective Time, the SHBI Board shall take all actions necessary (i) to adopt the Amended SHBI Articles and the Amended SHBI Bylaws and to effect the requirements referenced therein that are to be effected as of the Effective Time, and (ii) cause three (3) of SHBI's existing directors to resign. Effective as of the Effective Time, in accordance with the Amended SHBI Bylaws, (i) the number of directors that will comprise the full Board of Directors of SHBI and the full Board of Directors of Shore United (as of the effective time of the Bank Merger), shall each be twenty (20) and (ii) of the members of each such board of directors, eight (8) shall be members of the TCFC Board as of immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI (the directors in Section 6.12(a)(ii), the “TCFC and CBC Continuing Directors”), and twelve (12) shall be members of the SHBI Board as of immediately prior to the Effective Time, designated by SHBI and agreed to by TCFC (which shall include four (4) representatives from the former Severn Bancorp, Inc. previously acquired by SHBI). Each individual will be assigned to a SHBI Board class as set forth in Section 6.12(a) of SHBI’s Disclosure Schedule and shall serve on each of the boards of SHBI and Shore United for a term that shall coincide with the remaining term of that class and until his or her successor is elected and qualified. Following the Effective Time (in the case of SHBI) and following the effective time of the Bank Merger (in the case of Shore United) and subject to compliance with each board's fiduciary duties (including compliance with the requirements of the Amended SHBI Articles, the Amended SHBI Bylaws and the articles of association of Shore United, as applicable), the SHBI Board and Shore United Board shall take appropriate actions to cause the TCFC and CBC Continuing Directors whose terms expire at SHBI’s or Shore United’s next annual meeting of stockholders pursuant to their class as set forth in Schedule 6.12(a) of SHBI’s Disclosure Schedules, as the case may be, to be nominated to stand for election by SHBI’s stockholders at SHBI’s next annual meeting of stockholders, or by Shore United’s stockholders as Shore United’s next annual meeting of stockholders, as the case may be, with each such TCFC and CBC Continuing Directors nominated for a term equivalent to that to which the other SHBI or Shore United directors of that class are nominated, as applicable. Thereafte...

Corporate Governance. All payments and/or benefits payable to the Executive are subject to and conditional upon: (i) the terms of applicable law, regulation and governance codes that regulate or govern executive pay from time to time; and (ii) the consent of the shareholders of the Company, as appropriate as determined by the Board (together “Remuneration Governance”). The Company reserves the right to amend, reduce, hold back, defer, claw back and alter the structure of any payments and benefits payable to the Executive in order to comply with Remuneration Governance.