The Managing Board Sample Clauses

The Managing Board. The supreme authority of the JV is the Managing Board. It shall have decision-making powers for all major issues. - The following items must be agreed by unanimous vote: - general company policy and development plans, short- and medium-term objectives, in particular business-related plans, including investments, financial planning and loans; - annual plans including financing; - applicable finance and budgeting principles; - selection, acquisition, use, and closure of branch offices and other facilities; - percentage relationship, amount, and utilization of allocations to reserves and/or provisions and the expansion, bonus and welfare funds; - allocation of net profits and losses plus special measures in unforeseen circumstances; - staffing guidelines including recruitment conditions and labor protection as well as disciplinary guidelines; - organization and modification of the JV structure; areas of responsibility of the management and their appointment, dismissal, and recruitment conditions, and the salary paid to the managers [Geschaftsfuhrer]; - major changes in the business scope of the JV; - mergers with, investment in, or withdrawal from other commercial undertaking and company formation; - all items requiring a resolution by the Managing Board at its annual meeting such as annual reports and profit-and-loss statements; - appointment and dismissal of one or more than one external auditor; - increases in the registered capital; - amendments of this JV Agreement and/or the company Bylaws; - use of registered capital and allocation in whole or in part of the registered capital or the capital contributions made by the Partners; - expansion, termination, dissolution, and liquidation of the JV; - any other items as considered appropriate by the Managing Board. The Managing Board shall be appointed by the Partners without delay upon conclusion of the JV Agreement. The Managing Board shall consist of four members, two of whom shall be appointed by the FCMB and two by HTH. Initially, the chairman of the Managing Board shall be appointed by HTH and the deputy chairman by the FCMB. On expiry of the first term of office the FCMB shall nominate the board chairman. Thereafter, chairmanship of the Managing Bard shall alternate per period of office between the Partners. The term of office of the board chairman and his deputy is three years. It may be extended by the relevant party if the appointment is to be continued. The term of office of the ordinary board membe...
Sample 1
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The Managing Board. (a) Except as otherwise may be expressly provided in this Agreement, the Certificate of Formation or the Act, all decisions with respect to the management of the business and affairs of the Company shall be made by action of the Managing Board. The Managing Board shall have full and complete authority, power and discretion to manage and control the business of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, except only as to those acts and things as to which approval by the Members is expressly required by this Agreement. The Managing Board may delegate responsibility for the day-to-day management of the Company to any Person retained by the Managing Board (including Members or their Affiliates) who shall have and exercise on behalf of the Company all powers and rights necessary or convenient to carry out such management responsibilities.
Sample 1
The Managing Board. (a) The Managing Board shall consist of not more than seven members who shall be appointed by the Council from persons nominated by the Contracting Parties. Any member appointed upon the nomination of a Contracting Party in respect of which the present Agreement terminates under Articles 34 or 35 shall thereupon cease to be a member of the Board. Unless the Organisation decides otherwise, any member appointed upon the nomination of a Contracting Party in respect of which the application of the present Agreement is suspended by virtue of Article 33 shall, for the period of suspension, not attend the meetings of the Managing Board. Unless the Council decides otherwise, the term of office of members of the Board shall be one year; they may be re-appointed.
Sample 1

Related to The Managing Board

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  • Development Committee As soon as practicable, the Parties will establish a joint development committee, comprised of at least one (1) and up to two (2) representatives of Omega and at least one (1) and up to two (2) representatives of Acuitas (the “JDC”). One such representative from each Party will be such Party’s Workplan Leader. Each Party may replace its Workplan Leader and other JDC representatives at any time upon written notice to the other Party, provided, however, that each Party shall use reasonable efforts to ensure continuity on the JDC. With the consent of the other Party (which will not be unreasonably withheld, conditioned or delayed), each Party may invite non-voting employees and consultants to attend JDC meetings as necessary, subject to consultant’s agreement to be bound to the same extent as a permitted subcontractor under Section 3.1(i).

  • Joint Development Committee The Parties shall form a joint development committee (the “Joint Development Committee” or “JDC”), made up of an equal number of representatives of Merck and BioLineRx, which shall have responsibility of coordinating all regulatory and other activities under, and pursuant to, this Agreement. Each Party shall designate a project manager (the “Project Manager”) who shall be responsible for implementing and coordinating activities, and facilitating the exchange of information between the Parties, with respect to the Study. Other JDC members will be agreed by both Parties. The JDC shall meet as soon as practicable after the Effective Date and then no less than twice yearly, and more often as reasonably considered necessary at the request of either Party, to provide an update on the progress of the Study. The JDC may meet in person or by means of teleconference, Internet conference, videoconference or other similar communications equipment. Prior to any such meeting, the BioLineRx Project Manager shall provide an update in writing to the Merck Project Manager, which update shall contain information about the overall progress of the Study, recruitment status, interim analysis (if results available), final analysis and other information relevant to the conduct of the Study. In addition to a Project Manager, each Party shall designate an alliance manager (the “Alliance Manager”), who shall endeavor to ensure clear and responsive communication between the Parties and the effective exchange of information, and shall serve as the primary point of contact for any issues arising under this Agreement. The Alliance Managers shall have the right to attend all JDC meetings and may bring to the attention of the JDC any matters or issues either of them reasonably believes should be discussed, and shall have such other responsibilities as the Parties may mutually agree in writing. In the event that an issue arises and the Alliance Managers cannot or do not, after good faith efforts, reach agreement on such issue, the issue shall be elevated to the Head of Clinical Oncology for Merck and the Vice President of Medical Affairs or Business Development for BioLineRx.

  • 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.

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  • Board of Trustees 2.1.1 The Board of Trustees will be comprised of 9 voting members that include 5 employee representatives and 4 employer representatives. The Board of Trustees will include among its members two independent experts, one representing the employer representatives and one representing the employee representatives. The employee representatives will be responsible for the appointment and termination of the employee Trustees, and the employer representatives will be responsible for the appointment and termination of the employer Trustees.

  • Operating Committee the Consortium’s managing body, composed of representatives of the Manager and the Contractors, pursuant to Annex XI.

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