THE INDEPENDENT BOARD COMMITTEE Sample Clauses

THE INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, which comprises all non-executive Directors who are not interested in the Proposal, namely, Mr. Xxxx Xx, Xx. Xxx Xxxxx, Mr. Xx Xxxxxxx Xxx Xxxxx and Xx. Xxx Jianjun, has been established by the Board to make a recommendation to (i) the Independent Shareholders as to whether the terms of the Proposal are, or are not, fair and reasonable and as to voting and (ii) the Optionholders as to its views on acceptance of the Option Offer. Pursuant to Rule 2.8 of the Takeovers Code, the Independent Board Committee comprises all non-executive Directors who have no direct or indirect interest in the Proposal. Xx. Xxxx Qisong, Xx. Xxxx Luojia and Ms. Xxxx Xxx, each being an Offeror Concert Party, have a material interest in the Proposal and have therefore abstained and will continue to abstain from voting on the relevant resolution(s) of the Board.
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THE INDEPENDENT BOARD COMMITTEE. The Independent Board Committee, which comprises Mr. XXXXX Xxxxxx Xxxxxx, Mr. XXXXXXX Xxxxxx Xxxxxx and Xx. XXXX, Xxxxxxx Xxx Xxx, being all the independent non-executive Directors, has been established by the Board to make a recommendation to the Scheme Shareholders as to whether the Proposal is, or is not, fair and reasonable and as to voting in respect of the Scheme at the Court Meeting and the Proposal at the SGM.
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Related to THE INDEPENDENT BOARD COMMITTEE

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • 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.

  • 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.

  • 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.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • The Board 6.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with this agreement and the Articles.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

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