Director Independence definition

Director Independence as defined in the Company’s Corporate Governance Guidelines may serve as Chairman of the Board. The independent Chairman shall have the following additional powers and responsibilities: to determine the appropriate flow of information from management to the Board necessary for the Board to effectively and responsibly perform its functions in consultation with other Board members, and to require management to provide information and materials to the Board at the Chairman’s discretion; to facilitate Board and shareholder meetings and agendas; to assist the Board and 3D Systems’ executive officers in ensuring compliance with all applicable corporate and securities laws, related rules, and regulations, and oversee any necessary revisions to 3D Systems’ governance policies in this area; 1 All capitalized terms used herein shall have the meanings set forth and defined in the Stipulation and Agreement of Settlement dated as of September 20, 2019 (the “Stipulation”), unless otherwise stated. 1
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Director Independence for purposes of this article, means that a director is free to act in a manner that benefits shareholders without regard for whether such action adversely affects a fund’s advisor or other affiliated persons or directors.10 In creating a new cause of action, Congress should add the following language to the Act:
Sample 1

Examples of Director Independence in a sentence

  • The Board Charter sets out the Company’s test for assessing Director independence.

  • In making its determination of Director independence, the Board need not consider transactions that fall within the parameters set forth above.

  • Annually, the Board discusses the possibility of any impairment of Director independence due to extended Board tenures, and collectively evaluates the re-election of such Board members.

  • Director independence It is our view that: • A two-thirds majority of the board should be comprised of independent directors.

  • In the context of Director independence, “materiality” is considered from both the Company and the individual Director perspective.

  • The Board has established these Guidelines to assist it in determining Director independence.

  • Director independence and tenureA company’s board must be able toact objectively and exert authority over management.

  • Director independence (Recommendations: 2.1, 2.2, 2.3, 2.6)The Board does not have a majority of directors who are independent.

  • For purposes of this By-Law 19(e), the term "Independent Director" means any Director who satisfies the criteria for Director independence adopted by the Board from time to time.

  • The Board’s framework for determining Director independence and the Company’s materiality thresholds is included in the Board Charter.

Related to Director Independence

  • Independence means the extent to which individuals with developmental disabilities exert control and choice over their own lives.

  • Investor Director means a member of the Board who was elected to the Board as an Investor Director Designee.

  • Investor Directors has the meaning set forth in Section 2(a).

  • Preferred Directors means the Series A Directors and the Series B Directors.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.

  • Community Development Director means the Director of City’s Department of Community Development or his or her designee.

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Board Observer has the meaning as set forth in Section 6.11.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; and

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager or any Person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” in accordance with the NYSE’s corporate governance listing standards (or the rules of any other national securities exchange on which the Common Stock is listed).

  • Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.

  • College board means the state board for community and

  • Medical Executive Committee or “MEC” means the Executive Committee of the Medical Staff.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Academic Board means the Academic Board of the University College established under paragraph 13;

  • Unaffiliated Director means, for purposes of this Code, a director or honorary director of the Fund who is not a director, officer or employee of the Adviser or an affiliate thereof.

  • Series B Director means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.

  • Company Director means a member of the Board.

  • Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.

  • Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

  • Nonemployee Director means a Director who is not an Employee.

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.