Board Matters definition

Board Matters means those matters set out in Part 2 of Schedule 1;

Board Matters is defined in Section 2.1.

Board Matters. Board Composition: • 2 Directors appointed by affiliates of Oaktree Capital Management, L.P. (together with its affiliates, “Oaktree Holder”), one of whom shall be the chairperson of the Board, subject to the fall-away of such appointment right if the percentage ownership of Oaktree Holder falls below 10.0%, to one Director, and 5.0%, to no Directors; provided, that, in the event of the resignation or removal of a Director appointed by Oaktree Holder as a result of the fall-away of its appointment right, such seat will be filled pursuant to a customary majority vote of the equityholders;

Examples of Board Matters in a sentence

• BOARD MATTERS The Board’s Conduct of Affairs Principle 1: Every company should be headed by an effective Board to lead and control the company.

• BOARD MATTERS The Board’s Conduct of its Affairs Principle 1: Every company should be headed by an effective Board to lead and control the company.

• BOARD MATTERS Board’s Conduct of its Affairs Principle 1: Every company should be headed by an effective Board to lead and control the company.

• Wolfgang Ruttenstorfer1st deputy member: Johann Sereinig 2nd deputy member: Alois Hochegger 3rd deputy member: Reinhard Ortner Karl Skyba1st deputy member: Friedrich Stara 2nd deputy member: Heinz Öhler3rd deputy member: Reinhard Ortner COMMITTEE FOR MANAGING BOARD MATTERS (COMPENSATION COMMITTEE) The Committee for Managing Board Matters (Compensa- tion Committee) deals with Managing Board personnel matters.

• BOARD MATTERS The Board’s Conduct of Affairs Principle 1: The Company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the Company.

• BOARD MATTERS Board’s Conduct of its AffairsPrinciple 1: The Manager is headed by an effective Board which is collectively responsible and works with Management for the long-term success of SPH REIT.

• BOARD MATTERS Equity AwardsThe Company’s 2017 Long Term Incentive Plan authorizes it to grant stock options, stock appreciation rights, restricted stock, restricted stock units and stock bonuses to non- employee directors of the Company.

• BOARD MATTERS Directors’ and Officers’ Indemnification InsuranceThe Company has in place Directors’ and Officers’ Liability Insurance policies written by the Chubb Group, AIG, AXA, XL, CAN, AWAC, Travelers and XL Catlin for a twelve- month term expiring July 1, 2021.

• BOARD MATTERS Board’s Conduct of its AffairsPrinciple 1: Board’s Leadership and Control The Board is responsible for the overall management and corporate governance of the Manager and SPH REIT including establishing goals for Management and monitoring the achievement of these goals.

• Notice of proposed changes shall be sent in writing to the membership at least fifteen (15) calendar days before such meeting or vote.