Remuneration Committee i. The board may set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment.
Remuneration Committee. As of the date of this Base Prospectus, the Remuneration Committee of Belfius Bank has the following membership: Name Position Lutgart Van Den Berghe Chairman – Director of Belfius Bank Xxxxx Sunt........................................................ Member – Chairman of the Board of Directors of Belfius Bank Name Position Xxxxx Xxxxx-Xxxxx Member – Director of Belfius Bank The members of the Remuneration Committee have the required skills, on the basis of their educational and professional experience, to give a competent and independent judgment on remuneration policies and practices and on the incentives created for managing risks, capital and liquidity of Belfius Bank. In order to perform its tasks correctly, the Remuneration Committee interacts regularly with the Risk Committee and the Audit Committee. The Risk Committee ensures that the Belfius group’s risk management, capital requirements and liquidity position, as well as the probability and the spread in time of profit are correctly taken into consideration in decisions relating to remuneration policy. The Audit Committee contributes to the establishment of objectives for the Auditor General and the Compliance Officer. The Remuneration Committee prepares the decisions of the Board of Directors by inter alia: developing the remuneration policy, as well as making practical remuneration proposals for the chairman, the non-executive members of the Board of Directors and the members of the advisory committees under the Board of Directors. The Board of Directors submits these remuneration proposals to the General Meeting for approval. developing the remuneration policy as well as making practical proposals for the remuneration of the chairman of the Management Board and, on his proposal, for the remuneration of the members of the Management Board. The Board of Directors then determines the remuneration of the chairman and the members of the Management Board. providing advice on the proposals made by the chairman of the Management Board of Belfius Bank in relation to the severance remuneration for members of the Belfius Bank Management Board. On the proposal of the remuneration committee, the Board of Directors of Belfius Bank determines the severance remuneration of the chairman and members of the Belfius Bank Management Board. advising the Board of Directors in relation to the remuneration policy for employees whose activity has a material impact on the risk profile of the Belfius group (known...
Remuneration Committee. As of the date of this Base Prospectus, the Remuneration Committee of Belfius Bank has the following membership: Name Position Xxxxxxx Xxx Xxx Xxxxxx.................................. Chairman – Director of Belfius Bank Name Position Xxxxx Xxxx........................................................ Member – Chairman of the Board of Directors of Belfius Bank
Remuneration Committee. The remuneration committee (the “Remuneration Committee”) shall be vested with oversight functions for remuneration matters of the Group Companies, including but not limited to, establishment and approval of the compensation plan for employees and Senior Management Personnel and non-executive directors of the Group Companies, and administration of the Group Companies’ equity incentive plans. The Remuneration Committee shall consist of five (5) members, three (3) of which are Preferred Share Directors, including two (2) Series C Directors and one (1) Existing Preferred Share Director. A Series C Director in the Remuneration Committee shall serve as the chairman thereof, who shall not have any casting vote. The remaining two (2) members of the Remuneration Committee shall be the Ordinary Share Directors. All decisions of the Remuneration Committee must be approved by a majority of the members of the Remuneration Committee, including at least one (1) Series C Director and one (1) Existing Preferred Share Director.
Remuneration Committee. (i) The Remuneration Committee shall be comprised of: (i) the Chief Executive Officer of the Company, (ii) three (3) KELP Voting Managers or KELP Advisory Managers who shall be appointed and may be removed, for any reason or no reason, by a majority vote of the KELP Voting Managers and the KELP Advisory Managers, provided that any such removal from or appointment to the Remuneration Committee shall be subject to approval by OMAM in its sole discretion, and (iii) one (1) OMAM Manager who shall be appointed and may be removed, for any reason or no reason, by OMAM in its sole discretion. The Remuneration Committee shall meet at least twice a year during or prior to the time of each of the Trading Windows in such year.
Remuneration Committee. The Board shall maintain a remuneration committee ("Remuneration Committee"), which shall consist of not less than two members nominated by the Board. The Remuneration Committee shall make decisions by way of a majority vote and shall have authority to determine the following matters (all subject to the limits set out in and in full compliance with the provisions of the MSA and MFMA): - the remuneration and/or fees and any changes to the remuneration and/or fees payable to the Directors from time to time; the remuneration and any changes to the remuneration payable to members of the senior management of the Company, including bonuses (if any); the overall annual increase (if any) in the remuneration of the employees of the Company; and the Company's policy in respect of the structure of remuneration packages and of bonuses (if any).
Remuneration Committee. Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Messrs. Kxxxxxx and Sxxxx to the Remuneration Committee of the Board and to appoint Mx. Xxxxxxx as its Chairman. During the Standstill Period, unless otherwise agreed by the Remuneration Committee, the Remuneration Committee shall be composed of four (4) directors, consisting of Mx. Xxxxxxx, and Messrs. Kxxxxxx, Xxxxxx and Sxxxx; provided, however, the second Additional Independent Appointee to be appointed to the Board shall be appointed to the Remuneration Committee effective upon the appointment of such Additional Independent Appointee to the Board.