Governance Matrix definition
Examples of Governance Matrix in a sentence
Notwithstanding any other provision of these Bylaws, the Parent Corporation may remove any Director without cause at any time in accordance with the requirements of the Governance Matrix.
In the event of a conflict or inconsistency between these Bylaws and the Governance Matrix, the Governance Matrix shall prevail.
As required by the Governance Matrix, the Chief Executive Officer shall be appointed by the Chief Operating Officer of the System Corporation, after consultation with the Board, and shall serve subject to the terms of any contract of employment.
In the event of any conflict between the Governance Matrix and any other provision of this Agreement, such other provision shall take priority.
The Parent Corporation and the System Corporation shall each have the specific reserved rights and powers set forth in the Governance Matrix, as well as those set forth in these Bylaws (collectively, the “Reserved Rights and Powers”).
Amendments to these Bylaws or to the Articles of Incorporation shall be effective only when approved by the Board, the Parent Corporation, and any other person or entity required in accordance with the Governance Matrix.
Subject to the Governance Matrix and the rights, if any, of an officer under any contract of employment, (i) any officer, except the Chief Executive Officer and the Chief Financial Officer, may be removed, with or without cause, by the Board or by an officer on whom such power of removal may be conferred by the Board, and (ii) the Chief Executive Officer and the Chief Financial Officer may be removed, with or without cause, by the Chief Operating Officer of the System Corporation.
Thereafter, in accordance with the Governance Matrix and this Section 2, the Board of Directors shall identify persons acceptable to the Board for appointment as Directors and recommend them to the Parent Corporation for approval.