Executive Directors Clause Samples

Executive Directors. (a) The Executive Directors shall be responsible for the conduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to them by the Board of Governors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For the purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article II, Section 1 (b). When governments of other countries become members, the Board of Governors may, by a four-fifths majority of the total voting power, increase the total number of directors by increasing the number of directors to be elected. Executive Directors shall be appointed or elected every two years. (c) Each executive director shall appoint an alternate with full power to act for him when he is not present. When the executive directors appointing them are present, alternates may participate in meetings but shall not vote. (d) Directors shall continue in office until their successors are appointed or elected. If the office of an elected director becomes vacant more than ninety days before the end of his term, another director shall be elected for the remainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Directors shall function in continuous session at the principal office of the Bank and shall meet as often as the business of the Bank may require. (f) A quorum for any meeting of the Executive Directors shall be a majority of the Directors, exercising not less than one-half of the total voting power. (g) Each appointed director shall be entitled to cast the number of votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the votes which a director is entitled to cast shall be cast as a unit. (h) The Board of Governors shall adopt regulations under which a member not entitled to...

Executive Directors. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Vice-Chairman and Chief Executive Officer)

Executive Directors. (a) The Executive Directors shall be responsible for the conduct of the general operations of the Association, and for this purpose shall exercise all the powers given to them by this Agreement or delegated to them by the Board of Governors. (b) The Executive Directors of the Association shall be composed ex officio of each Executive Director of the Bank who shall have been (i) appointed by a member of the Bank which is also a member of the Association, or (ii) elected in an election in which the votes of at least one member of the Bank which is also a member of the Association shall have counted toward his election. The Alternate to each such Executive Director of the Bank shall ex officio be an Alternate Director of the Association. Any Director shall cease to hold office if the member by which he was appointed, or if all the members whose votes counted toward his election, shall cease to be members of the Association. (c) Each Director who is an appointed Executive Director of the Bank shall be entitled to cast the number of votes which the member by which he was appointed is entitled to cast in the Association. Each Director who is an elected Executive Director of the Bank shall be entitled to cast the number of votes which the member or members of the Association whose votes counted toward his election in the Bank are entitled to cast in the Association. All the votes which a Director is entitled to cast shall be cast as a unit. (d) An Alternate Director shall have full power to act in the absence of the Director who shall have appointed him. When a Director is present, his Alternate may participate in meetings but shall not vote. (e) A quorum for any meeting of the Executive Directors shall be a majority of the Directors exercising not less than one-half of the total voting power. (f) The Executive Directors shall meet as often as the business of the Association may require. (g) The Board of Governors shall adopt regulations under which a member of the Association not entitled to appoint an Executive Director of the Bank may send a representative to attend any meeting of the Executive Directors of the Association when a request made by, or a matter particularly affecting, that member is under consideration.

Executive Directors. (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations. (b) For so long as the Company Charter shall provide for the division of directors into three classes, one Executive Director shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director). (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Di...

Executive Directors. ▇▇ ▇▇▇ (Chairman and Chief Executive Officer) and Mr. ▇▇▇ ▇▇▇▇▇▇▇ (Deputy Chief Executive Officer and Editor-in-Chief)

Executive Directors. ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ (Deputy Chairman and Group Managing Director); and ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇

Executive Directors. Messrs. ▇▇▇▇ ▇▇▇ Kong, Kuok Khoon ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇

Executive Directors. ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ (Chairman) (also an alternate director to ▇▇. ▇▇▇▇ ▇▇▇▇▇), ▇▇. ▇▇▇▇ ▇▇▇▇▇ (also an alternate director to ▇▇. ▇▇▇ ▇▇▇▇▇▇▇) and Mr. ▇▇▇▇ ▇▇ ▇▇▇ (also an alternate director to ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇)

Executive Directors. ▇▇▇ ▇▇▇▇ ▇▇▇ (Chairman), ▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ Ko ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Au ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Yum ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇;