Corporate Governance. Ultimus shall provide the following services to the Trust and its Funds:
Corporate Governance. SECTION 2.01. Composition of the Board.......................................8 SECTION 2.02. Removal........................................................9 SECTION 2.03. Vacancies......................................................9 SECTION 2.04. Meetings.......................................................9 SECTION 2.05. Action by the Board............................................9 SECTION 2.06. Conflicting Charter or Bylaw Provisions.......................10
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: xxxx://xxx.xxxxxx.xxx.xxx.xx/xxxxxxxx/xxxxxxx/xxxxx/xxxxxxxxx-xxxxxxxxxx- 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. The Organisation must ensure services are delivered in a manner consistent with the NSW Health Corporate Governance and Accountability Compendium.
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) 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. 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. 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.
Corporate Governance. 1. After the completion of the establishment of Party B’s industrial and commercial registration, a shareholders’ meeting will be held every half-year to discuss the company’s relevant business activities in the first half of the year at the shareholders’ meeting.
Corporate Governance. The Board of Directors meets the independence requirements of, and has established an audit committee that meets the independence requirements of, the rules and regulations of the SEC. The Audit Committee has reviewed the adequacy of its charter within the past 12 months.
