Management Independence. The Board comprises two executive Directors, four non-executive Directors and three independent non-executive Directors. Both of Xx. Xxxx and Xx. Xx are executive Directors and Xx. Xxx is a non-executive Director. All the other Directors and other members of our senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management team, and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basis. Each of our Directors is aware of his or her fiduciary duties as a Director, which require, among other things, that he or she acts for the benefit and in the best interests of our Company and does not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe our independent non-executive Directors individually and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is able to perform their roles in our Company in managing our business independently. Financial Independence We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guar...
Management Independence. (a) Buyer agrees that it shall, during the period commencing from the First Closing Date and ending on December 31, 2006, take all actions necessary and appropriate to enable the Management Shareholders to continue to run the Group Companies as an independent business unit of the Buyer, provided that the Management Shareholders' ability to operate the Group Companies as an independent business unit shall be subject to the terms of the 2006 Business Plan, compliance with Buyer's code of ethics, any relevant requirements of the Sarbanes-Oxley Act and other U.S. securities laws and regulations, txx xxxxxxxxxx of Sections 5.1 and 5.11 hereof and to any action that would allow dismissal for Cause. (b) Buyer agrees that, from and including January 1, 2007 to and including June 30, 2007 (the "Restriction Period"), Buyer shall not interfere with the Company's and the Management Shareholders' ability to collect any Accounts Receivable outstanding as of December 31, 2006 in respect of the Residual Earnout Adjustment Amount during the Restriction Period so that the ability of the Company and the Management Shareholders to collect such Accounts Receivable is not affected in any material respect.
Management Independence. The Contracting Parties undertake: – to guarantee the management independence of the railway undertakings, mainly by according them independent status, thus enabling them to adapt their activities to the market and to manage their affairs under the responsibility of their governing bodies; – to separate the management of the railway infrastructure from the provision of railway transport services, at least at the accounting level; aid paid to one of these two areas of activity may not be transferred to the other.
Management Independence. The Successor Group’s business will be managed and conducted by the Board and senior management of the Successor Company. Following the Closing, the Successor Board will consist of nine Directors, comprising four executive Directors, two non-executive Directors and three independent non-executive Directors. For more information, please see the section headed “Directors and Senior Management of the Successor Company”. The Directors of the Successor Company consider that the board and senior management of the Successor Company will function independently of the Controlling Shareholders because:
Management Independence. We are able to carry out our business independently from our Controlling Shareholders and their close associates from a management perspective. Upon [REDACTED], our Board of Directors will consist of nine Directors, comprising four executive Directors, including Mr. XX Xxx, Xxx. Xxx, Xx. Xxx and Mr. XX Xxx, two non-executive Directors and three independent non-executive Directors. Our management and operational decisions are made by our Board of Directors and senior management collectively, most of whom have served our Group for a significant period and have substantial and extensive relevant industry experience and expertise. Our Directors are of the view that our Board of Directors and senior management will function independently from our Controlling Shareholders for the following reasons:
Management Independence. Our Board consists of seven Directors, namely four executive Directors and three independent non-executive Directors. Xx. Xxxx, one of our Controlling Shareholders, is an executive Director, chairman of the Board and chief executive officer. Xx. Xxxx, one of our Controlling Shareholders, is also an executive Director. Our Directors consider that we are able to carry on our business independently from our Controlling Shareholders from a management perspective for the following reasons:
Management Independence. The Board of our Company consists of nine Directors, including three executive Directors, three non-executive Directors and three independent non-executive Directors. The following table sets forth the positions held by our Directors in the Controlling Shareholders’ close associates (the “Overlapping Management”) as of the Latest Practicable Date: Name Position with our Company Positions with the Controlling Shareholders’ close associates
Management Independence. Upon our [REDACTED], our Board consists of three executive Directors and three independent non-executive Directors. Upon our [REDACTED], we have three Supervisors and our senior management team comprises three members. The table below sets out the position of Xx. Xx and Xx. Xxx in our Company. Position in our Company Xx. Xx Chairman of the Board and Executive Director Xx. Xxx Executive Director and General Manager Details of the background of Xx. Xx and Xx. Xxx are set out in the section headed “Directors, Supervisors and Senior Management” in this Document. The executive Directors and the senior management team are responsible for the day-to-day management of our operations. The other executive Director and other members of our senior management team are independent of Xx. Xx and Xx. Xxx. Notwithstanding the roles of Xx. Xx and Xx. Xxx described above, our Directors are of the view that our Company is able to function independently from Xx. Xx and Xx. Xxx for the following reasons:
