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. Effective as of the Effective Time, in accordance with the AUB Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, (a) fourteen (14) shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving Bank, respectively, and their respective committee appointments.

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. 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. 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) As of the date hereof and for so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor will be entitled to designate one (1) person (reasonably acceptable to the Company) that the Company is required to nominate as a member of the Company's board of directors (the "Investor Director"), who shall initially be Benjamin Chesir, and each of the Founders shall be required to vote ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or hold in approval of such nomination. For so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor shall be required to vote its shares in favor of each individual nominated as a member of the Company's board of directors by the board of directors, by the nominating committee of the Company or such other ad hoc committee as may be acting in such nominating role. As of the date hereof the Company agrees to increase the number of members of the Company's board of directors by one and to fill such additional position with the Investor Director. Subject to applicable law and the rules governing the over the counter bulletin board market or any national securities exchange on which equity securities of the Company may be listed hereafter, as applicable, as of the date hereof and for so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor Director shall have the right to be designated to serve on each committee of the board of directors (other than the audit committee, which shall be comprised solely of independent directors). (b) The Founders agree that in the event of any vacancy on the Board of Directors, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any Investor Director, the Founders will use their commercially reasonable efforts to call, or to cause the appropriate officers of the Company to call, a special or general meeting of stockholders and to vote, and to cause their Affiliates to vote, all shares of Voting Stock beneficially owned or held of record by them and their Affiliates for, or to take and to cause their Affiliates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting, and shall take all reasonable actions within their control that are necessary to cause, the election to the Board of Directors of another individual designated by the Investor to fill such vacancy; provided that the foregoing shal...

Corporate Governance. (a) Subject to Sections 2(b) and (c), from the Effective Time, each Stockholder and each of its Permitted Transferees shall vote or cause to be voted all shares of Common Stock owned or hereafter acquired (whether by purchase or otherwise) by each such Stockholder or Permitted Transferee, as the case may be, or over which each such Stockholder or Permitted Transferee, as the case may be, has control, and shall take all other necessary actions within its control, in order to cause: (i) subject to Section 2(a)(vi), the number of directors on the Board to be seven; (ii) the election to the Board of three directors designated jointly by Caravelle and CIBCWMC and any of their Affiliates or Associated Entities that may become transferees of the Common Stock held by them (the "Preferred Designators"); (iii) the election to the Board of four directors designated by the Individual Investors; (iv) in the event of any vacancy in the Board occurring for any reason, the filling of the vacancy in such a manner that the Board will be comprised of seven directors designated as set forth above; (v) at the written request of the Preferred Designators or the Individual Investors, the removal or replacement of any of the directors designated by such Stockholders; and (vi) if, at any time, the Company shall have defaulted under any of its obligations under its indebtedness or under the terms of its preferred stock, which default shall not have been cured within 30 calendar days after the Company has been notified in writing of such default, the election to the Board of one director designated jointly by the Preferred Designators and an increase in the size of the Board to permit the inclusion of such appointee (and, provided that such default shall not have been cured, at the written request of the Preferred Designators, the removal and/or replacement of the director designated by such Preferred Designators pursuant to this Section 2(a)(vi)). (b) The right of the Preferred Designators to designate directors under Section 2(a), and the obligation of the Stockholders to vote their shares as provided in this Section 2 with respect to such designees, shall terminate at such time and for so long as the Preferred Designators collectively own less than 50% of the number of shares of Common Stock held by the Preferred Designators as of the Effective Time. The right of the Individual Investors to designate directors under Section 2(a), and the obligation of the Stockholders to vote the...