DCGC definition
Examples of DCGC in a sentence
For so long as any Shares are listed on the NYSE, the Company shall continue to adhere to the DCGC on a “comply or explain” basis.
Under the DCGC, each director is required to immediately report any actual or potential conflict of interest which is of material significance to us and/or to such director to the Lead Independent Director and the Audit Committee and shall provide all information relevant to such potential conflict of interest.
Transactions in which there is a conflict of interest shall be performed and disclosed in accordance with applicable law, the NASDAQ listing rules and the DCGC.
Our most substantial deviations from the DCGC are summarized below.
Although we believe this summary is materially accurate, the summary is subject to Dutch law, including Book 2 of the Dutch Civil Code and the DCGC and Delaware corporation law, including the Delaware General Corporation Law.
The chairperson of the Audit Committee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations, based on among other things, his employment experience in finance and accounting, including his years as chief financial officer of a public company and as an accountant at a major accounting firm, as well as a “financial expert” as set forth in the DCGC.
Our code of business conduct and ethics includes a whistleblower policy as contemplated by the DCGC and applicable SEC rules.
If one or more shareholders intend to request that an item be put on the agenda that may result in a change in the company’s strategy, pursuant to the DCGC the management board may invoke a response time of a maximum of 180 days until the day of the general meeting of shareholders.
The DCGC contains both principles and best practice provisions for boards of directors, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.
The DCGC provides the following best practice recommendations on the terms for directors’ service: • Executive directors should be appointed for a maximum period of four years, without limiting the number of consecutive terms executive directors may serve.