Corporate Governance Principles Sample Clauses
The Corporate Governance Principles clause establishes the fundamental standards and practices that guide how a corporation is directed and controlled. It typically outlines the roles and responsibilities of the board of directors, management, and shareholders, and may address issues such as ethical conduct, transparency, and accountability. By setting clear expectations for decision-making and oversight, this clause helps ensure responsible management and protects the interests of stakeholders, thereby reducing the risk of mismanagement or conflicts of interest.
Corporate Governance Principles. The Parties agree that:
(a) The Board shall consist of the number of directors as provided in the Articles of the Company from time to time. Each of the Shareholders agrees to vote all of its Ordinary Shares on matters subject to the vote of such Shareholder to take all other necessary or desirable actions within its control (whether in such Shareholder’s capacity as a Shareholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), so that:
(i) At any time when the Shareholders’ Ownership Percentage in the aggregate is equal to or greater than 35%, and the Shareholders do not own an equal amount of Shares, the Shareholders shall have the right to nominate five (5) directors in the aggregate as follows:
(A) Highworld shall have the right to nominate the number of directors equal to the product of (x) (i) the number of Shares owned by Highworld divided by (ii) the total number of Shares held by the Shareholders in the aggregate, multiplied by (y) five. The product resulting from the preceding sentence shall be rounded to the nearest whole number, such whole number to be the number of directors that Highworld shall have the right to nominate (the “Highworld Director Number”).
(B) ELQ VIII shall have the right to nominate the number of directors equal to (x) five minus (y) the Highworld Director Number.
(ii) At any time when the Shareholders’ Ownership Percentage in the aggregate is equal to or greater than 35%, and the Shareholders own an equal amount of Shares, the Shareholders shall have the right to nominate five (5) directors in the aggregate as follows:
(A) Highworld shall have the right to nominate three (3) directors.
(B) ELQ VIII shall have the right to nominate two (2) directors.
(iii) Notwithstanding anything provided in Section 2.1(a)(i) or Section 2.1(a)(ii), so long as Highworld’s Ownership Percentage is greater than or equal to 7%, Highworld shall have the right to nominate one (1) director, who shall be the Chairman.
(iv) Notwithstanding anything provided in Section 2.1(a)(i) or Section 2.1(a)(ii), so long as ELQ VIII’s Ownership Percentage is greater than or equal to 7%, ELQ VIII shall have the right to nominate one (1) director, and the number of directors which Highworld is entitled to nominate shall be reduced accordingly.
(b) When voting for the election of directors, Highworld and ELQ VIII shall vote in favo...
Corporate Governance Principles. The Parties agree that:
(a) The Board shall consist of the number of directors as provided in the Articles of the Company from time to time. Each of the Shareholders agrees to vote all of its Ordinary Shares on matters subject to the vote of such Shareholder to take all other necessary or desirable actions within its control (whether in such Shareholder’s capacity as a Shareholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), so that:
(i) At any time when the Shareholders’ Ownership Percentage in the aggregate is equal to or greater than 35%, Highworld shall have the right to nominate, in the aggregate, three (3) directors;
(ii) At any time when the Shareholders’ Ownership Percentage in the aggregate is equal to or greater than 35%, ELQ VIII shall have the right to nominate, in the aggregate, two (2) directors.
(iii) So long as Highworld’s Ownership Percentage is greater than 7%, Highworld will have the right to nominate one (1) director, who shall be the Chairman.
(b) When voting for the election of directors, Highworld and ELQ VIII shall vote in favor of each other’s nominees for appointment as directors.
Corporate Governance Principles. The Parties agree that (a) the Organizational Documents of Newco shall at all times provide that Newco shall have (i) a supervisory board comprised of at least three and no more than ten directors and (ii) a management board comprised of at least three and no more than seven directors, (b) the Organizational Documents of NXP shall at all times provide that NXP shall have (i) a supervisory board comprised of at least three and no more than ten directors and (ii) a management board comprised of at least three and no more than seven directors, (c) the chairman of the supervisory board of NXP (the “Chairman”) shall at all times be a director mutually acceptable to Investor and Philips and not affiliated with any of the Shareholders, it being understood that the Chairman shall not have any special rights or authority, other than as specified in Section 2.4(b), (d) the composition of the supervisory board of Newco shall at all times be identical to that of the supervisory board of NXP, except that the Chairman shall not be a member of the supervisory board of Newco, (e) Investor shall have the right to appoint a majority of the members of the management board of Newco, a majority of the members of the supervisory board of Newco and a majority of the members of the supervisory board of NXP, (f) all of the rights provided for in this Article II shall exist for only so long as Philips holds a percentage of the outstanding Shares that equals or exceeds the Philips Minimum Percentage and (g) no Shareholder shall take any action that is inconsistent with these principles.