Internal Committees Sample Clauses

Internal Committees. Pirelli shall maintain the Committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of Italian listed companies. In case of approval of the revised governance system – subject in any case to reaching the necessary quorum at the Pirelli’s shareholders meeting approving the new by-laws of Pirelli – the Internal Control and Risks Committee shall be replaced by the Management Control Committee and shall be composed by 3 (three) independent directors; in case 2 (two) of such independent directors are designated in the Management Control Committee out of the slate that has been submitted by CF, (a) one of them shall be one of the independent directors designated by Newco, while (b) the other one shall be one of the independent directors designated by the Strategic Investor. Up to the moment of the possible approval of the revised governance system, the Internal Control and Risks Committee shall be composed of 3 (three) independent directors and the same rule indicated above with respect to composition of the Management Control Committee shall apply, while the other Committees of Pirelli shall remain as follows: - the Strategies Committee, composed by (i) two directors to be selected out of those designated by Xxxxx (of which one by NP and one, jointly, by UC and ISP), (ii) two directors to be selected out of those designated by the Strategic Investor and (iii) three independent directors (for a total of seven directors); - the Committee for the Appointment and Succession, composed of four directors, one of which designated by the Strategic Investor, another one designated by Newco and the remaining two directors to be independent directors; and - the Remuneration Committee, composed of three independent directors; in case two of such independent directors are elected from the slate submitted by CF, one of them shall be one of the independent directors designated by Xxxxx, while the other one shall be one of the independent directors designated by the Strategic Investor.
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Internal Committees. The Parties agree that, exclusively in case Pirelli remains listed, it shall substantially maintain the committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of international and Italian listed companies. In particular, Pirelli shall have and maintain the following internal committees, with the following composition:
Internal Committees. Each Party may be allowed to provide representatives to such internal committees of the other Party as the Parties may mutually agree upon. Each Party may, for example, be represented on and consult with such internal committees of the other Party as may be directly related to its performance of this Agreement.

Related to Internal Committees

  • Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following:

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Evaluation Committee A The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of establishing the procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to regularly review the effectiveness of the procedure and process, including the evaluation instrument, for the evaluation of teachers in the District.

  • TRANSITION COMMITTEE 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Sub-Committees 15.1 The Joint Committee shall establish the membership and terms of reference for any sub-committees or sub-groups which it establishes and may dissolve such sub-committees or sub-groups. Sub-committees to which the Joint Committee delegates functions are bound by the provisions of this Agreement regulating the taking of decisions by the Joint Committee. The Joint Committee may create additional sub-committees from time to time as it sees fit.

  • Committees 1. The Parties agree on establishing Committees in the following matters: (a) Trade in Goods; (b) Trade in Services; (c) Investment; (d) Sanitary and Phytosanitary Measures; (e) Technical Barriers to Trade; (f) Trade Facilitation; (g) Rules of Origin; and (h) Cooperation, including Intellectual Property. 2. The Free Trade Commission may create additional Committees, if needed. The Committees on Sanitary and Phytosanitary Measures, Technical Barriers to Trade and Rules of Origin shall coordinate their tasks with those of the Committee on Trade in Goods. 3. Except as otherwise provided in this Agreement, the Committees shall convene in regular session once a year at the same time the Free Trade Commission convenes. When special circumstances arise, the Parties shall meet at any time upon agreement at the request of one Party. Regular sessions of the Committees shall be chaired successively by each Party. Other sessions of the Committee shall be chaired by the Party hosting the meeting. The sessions may be held by any technological means available to the Parties. 4. When necessary, the Committees created hereby shall consult with such other Committees as needed to address the issues they handle.

  • Joint Committees 1101 Release Time

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Monitoring Committee The Monitoring Committee shall be established within six months of the signing of the Memorandum of Understanding. Its role is stipulated in the Regulation, in particular Article 4.4 thereof.

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