Governance & Management. Subject to the powers assigned to the CMHSP Members in the ENTITY Bylaws, the Board of Directors of the ENTITY as set forth in the Bylaws will govern and manage the business, property and affairs of the ENTITY.
Governance & Management. Upon execution of the RSA (and so long as the RSA has not been terminated) the Company will (i) use commercially reasonable efforts to optimize operations of the business, including controlling and monitoring costs (the “Optimization Efforts”), (ii) engage Xxxx Xxxxx of Pirinate Consulting Group, LLC as an advisor to the Company, on terms acceptable to the Lenders, Initial Consenting Debenture Holders and the Company,2 and to assist the Company in connection with the Optimization Efforts, and (iii) permit the Initial Consenting Debenture Holders to have Xxxxxxx Xxxxxx sit as a Board observer to participate in Board meetings on the same terms on which the current Board observers appointed by the Lenders serve. Nothing herein shall in any way affect the existing Board observer rights of the Lenders. Upon implementation of the Proposed Restructuring, the board of directors (“Board”) will be constituted as follows: • Lenders – three (3) nominees • Initial Consenting Debenture Holders – three (3) nominees (one by ; one by ; one by ) • CEO to be the 7th member of the Board. CEO to be agreed upon by the Lenders and Initial Consenting Debenture Holders’ nominees. Board compensation to be decided by the new Board. The Board will determine how to capitalize the business in the future. Key executives and day-to-day management of the Company and its subsidiaries will be subject to further determination.
Governance & Management. What the Board will provide The Board will govern the RTLB service in accordance with the roles and responsibilities outlined in Governing and Managing RTLB Clusters1, in the interests of all schools and kura in the cluster and in accordance with the Education and Training Act 2020, the Treaty of Waitangi and the National Education Learning Priorities (NELP). Success measures • Appropriate authority and accountability is delegated to the principal and cluster manager (the RTLB strategic leadership and management team) for the day to day management of the RTLB cluster, RTLB funding and resourcing, and RTLB service provision. • The objectives in the RTLB Strategic and Annual Plans are met. • RTLB cluster staff are recruited and appointed. • RTLB funds are used for the provision of the RTLB service. • Reporting requirements are fully met. • Cluster review processes (self, peer or external) inform service improvements.
Governance & Management. What the Board will provide The Board will govern the RTLB service in accordance with Governing and Managing RTLB Clusters, in the interests of all schools and kura in the cluster and in accordance with the Treaty of Waitangi and the National Administration Guidelines (NAGs) and the National Education Learning Priorities (NELP). Success measures • Appropriate authority and accountability is delegated to the principal and cluster manager (the RTLB strategic leadership and management team) for the day to day management of the RTLB cluster, RTLB funding and resourcing, and RTLB service provision. • The objectives in the RTLB Strategic and Annual Plans are met. • RTLB cluster staff are recruited and appointed. • RTLB funds are used for the provision of the RTLB service. • Reporting requirements are fully met.
Governance & Management. 6.1. A Consortium Management Board will be established by the CPUs to lead, manage and oversee the Programme.
Governance & Management. 4.1. Decisions in relation to the creation and operation of the Service will be taken by the relevant Committees and Executive Members/Portfolio Holders for the two authorities or by officers within the terms of their delegated powers but will be informed by any representations made by the Shared Waste Board
Governance & Management. 3.1 It is understood by the Donor that the investments of the Fund may, at the discretion of ELFEC, form part of the pool of investments of ELFEC and such investments are made in accordance with the investment policies adopted by ELFEC from time to time in consultation with its investment managers and advisors. The Donor declares that ELFEC shall not be liable for any loss that may happen to the Fund in connection with any such investment made by ELFEC in good faith.
