Supervisory Board Committees Sample Clauses
The 'Supervisory Board Committees' clause establishes the authority and framework for the supervisory board to create specialized committees within its structure. Typically, this clause outlines the types of committees that may be formed—such as audit, remuneration, or nomination committees—and describes their composition, powers, and reporting obligations. By delegating specific oversight tasks to smaller groups, the clause ensures more focused and efficient supervision of key areas, thereby enhancing governance and enabling the board to address complex issues more effectively.
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Supervisory Board Committees. 5.1 If at any time during the term of this Agreement the Investor becomes a Three Director Investor, then so long as the Investor remains a Three Director Investor, at least one member of the Supervisory Board nominated by the Investor shall be entitled to serve on each Committee to the extent not prohibited by law or by any then applicable stock exchange rules or listing requirements. Each member of the Supervisory Board nominated by the Investor to serve on any such Committee shall disclose any conflict of interest to the other members of such Committee and with respect to any matter in which such member has or reasonably could be expected to have a conflict of interest (as determined by the other members of such Committee or the other members of the Supervisory Board in their sole discretion) the member shall be recused and not receive information or participate in discussions, deliberations, or decision-making processes related to such matter.
Supervisory Board Committees. The Company shall procure that the Supervisory Board shall have an audit committee and a compensation committee. The Company and the Investors agree that each of the Supervisory Board Committees shall consist of at least three (3) members appointed by the Supervisory Board who shall make proposals and recommendations by an absolute majority of the votes cast with the chairman holding the tie-breaking vote. The Supervisory Board shall designate the chair and members of each Supervisory Board Committee. The Company shall procure that the authorities of Supervisory Board Committees (other than the compensation committee pursuant to the terms of the Incentive Plan) shall be limited to making proposals and recommendations to the Supervisory Board and shall not include the right to adopt resolutions on behalf of the Supervisory Board. The Company shall procure that the audit committee of the Supervisory Board shall not exceed three (3) Supervisory Directors, at least two of whom shall be Independent Supervisory Directors nominated by the Managing Shareholders.
Supervisory Board Committees. 16.1. Audit, internal control and risk committee
16.1.1 The objective of the Company's audit, internal control and risk committee (Comité d’audit, de contrôle interne et des risques, the Audit Committee) is to audit the process of preparing and distributing accounting and financial information, to assess the pertinence and permanence of the accounting principles and methods adopted for the preparation of annual and half-yearly individual and consolidated accounts, to verify the effectiveness of internal control and risk management procedures, to ensure via all appropriate means that information provided to the Supervisory Board is of adequate quality, and finally to give the Supervisory Board its assessment of the work carried out by the statutory auditors and its opinion regarding the renewal of their assignment contract.
16.1.2 Each member of the Audit Committee must have the necessary technical expertise to carry out their duty of diligence.
Supervisory Board Committees. 4.3.1 In addition to any other committees which the Supervisory Board may have from time to time, the Supervisory Board will have the following Supervisory Board committees as of Closing and for a period of five (5) years thereafter: (i) an Audit and Risk Committee; and (ii) a Nomination and ESG Committee.
4.3.2 For a period of five (5) years after the Closing Date and:
(a) for as long as Aegon continues to holds(directly or indirectly) more than twenty percent (20%) of the issued and outstanding Ordinary Shares, Aegon has the right to designate one (1) Aegon Nominee to serve on the Audit and Risk Committee and one (1) Aegon Nominee to serve on the Nomination and ESG Committee (the “Aegon Committee Nominee”);
(b) for as long as Aegon continues to hold (directly or indirectly) more than ten percent (10%) but no more than twenty percent (20%) of the issued and outstanding Ordinary Shares, Aegon has the right to designate one (1) Aegon Nominee to serve on either, at Aegon’s election, the Audit and Risk Committee or the Nomination and ESG Committee as the Aegon Committee Nominee.
4.3.3 The first Aegon Committee Nominee to serve on the Audit and Risk Committee and the Nomination and ESG Committee as of the Closing Date shall be [name][and [name], respectively]. ASR shall cause the Supervisory Board to appoint the relevant Aegon Nominee to the Audit and Risk Committee and the Nomination and ESG Committee as of the Closing Date, subject to the relevant Aegon Nominee’s appointment to the Supervisory Board. ASR shall procure that the Supervisory Board shall appoint the relevant Aegon Committee Nominee(s) Aegon Annual Report on Form 20-F 2022 | 685 About Aegon Governance and risk management Financial information Non-financial information designated by Aegon from time to time in accordance with its right as defined in Clause 4.3.2 to the Audit and Risk Committee and/or the Nomination and ESG Committee, as applicable.
4.3.4 Once Aegon (directly or indirectly) no longer holds more than twenty percent (20%) of the issued and outstanding Ordinary Shares mentioned in Clause 4.3.2(a), Aegon shall procure that the relevant Aegon Committee Nominee shall resign from his or her position as member of either, at Aegon’s election, the Audit and Risk Committee or the Nomination and ESG Committee immediately, unless requested otherwise by the Supervisory Board in writing.
4.3.5 Once Aegon (directly or indirectly) no longer holds more than ten percent (10%) of the issued and outstan...
Supervisory Board Committees. The Supervisory Board shall have at least the following committees: (i) an Audit Committee; (ii) a Nomination and Corporate Governance Committee; and (iii) a Remuneration Committee. As long as the Supervisory Board includes a Royal Philips Nominee, Philips Lighting shall procure that a Royal Philips Nominee shall be a member of the Audit Committee and the Remuneration Committee.
Supervisory Board Committees. The Supervisory Directors shall resolve to form any committees of the Supervisory Board that they deem appropriate and necessary, and adopt terms of reference for any such committees, provided that there is equal representation of each Shareholder on any such committee.