Governance Board. 1. The Governance Board shall be comprised of one representative appointed by Australia and two representatives appointed by Timor-Leste. The representatives on the Governance Board shall not have any direct financial or other commercial interest in the operation of the Greater Sunrise Special Regime that would create any reasonable perception of, or actual, conflict of interest, and they shall disclose details of any material personal interest in connection with their position on the Governance Board.
Governance Board. The Governance Board shall be comprised of one representative appointed by Australia and two representatives appointed by Timor-Leste. The representatives on the Governance Board shall not have any direct financial or other commercial interest in the operation of the Greater Sunrise Special Regime that would create any reasonable perception of, or actual, conflict of interest, and they shall disclose details of any material personal interest in connection with their position on the Governance Board. The Governance Board shall have the following powers and functions: providing strategic oversight over the Greater Sunrise Special Regime; establishing and overseeing an assurance and audit framework for revenue verification and offshore petroleum regulation and administration. This shall include: issuing an annual 'Statement of Expectation' to frame the operation and management of the Greater Sunrise Special Regime to guide the work of the Designated Authority; reporting requirements of the Designated Authority in accordance with Article 6(3)(b) of this Annex; and engaging an independent qualified firm to conduct an annual audit in accordance with international auditing standards so as to provide a high level of assurance over the completeness and accuracy of revenues payable from Petroleum Activities in the Special Regime Area including monthly reporting, incorporating an explanation for variances between forecast and actual revenue; making decisions on Strategic Issues referred to it under Article 6(4) of this Annex, in accordance with paragraphs 5 and 6 of this Article; approving amendments to the Interim Petroleum Mining Code and any regulations thereunder; approving the final Petroleum Mining Code and any regulations thereunder, and any amendments thereto; other than as necessary for Strategic Issues, meet three times a year with the Designated Authority and receive reports under Article 6(3)(b) of this Annex; and conferring any additional powers and functions on the Designated Authority. Subject to paragraph 4 of this Article, the following is an exhaustive list of Strategic Issues: assessment and approval of a Development Plan pursuant to Article 9(2) of this Annex and any material change to a Development Plan as defined in that Development Plan, pursuant to Article 9(4) of this Annex; approval of the decision by the Designated Authority to enter into or terminate the Greater Sunrise Production Sharing Contract, or propose any material changes to that C...
Governance Board. A Governance Board consisting of staff, parents, and community members will govern the school (RSA Governance Board”). RSA Governance Board will determine and oversee the mission and strategic plan, coordinate public relations strategies, establish policies as well as, oversee and approve the budget of the school subject to the terms of this Agreement and specific authorization by AASD. No individual member of a Charter School Governance Board has the right or authorization to individually exercise the rights listed below. The Governance Board has the rights, subject to the terms and limitations of this Charter Agreement, necessary pursuant to state law to carry out the terms of this Charter Agreement, including:
Governance Board. The Parties shall form a governance board to facilitate communications between them (the "Governance Board"). The Governance Board shall be composed of senior management of both Empire and IBM, and such other persons as may be mutually agreed by the Parties. The Governance Board shall provide general oversight and guidance to the Parties, including serving as the arbiter with respect to issues arising during and from meetings, committees, and work groups formed by the Parties (e.g., change request, reliability).
Governance Board. A Governance Board consisting of staff, parents, and community members will govern the school (the “Tesla Governance Board”). The Tesla Governance Board will determine and oversee the mission and strategic plan, coordinate public relations strategies, establish policies as well as, oversee and approve the budget of the school subject to the terms of this Agreement and specific authorization by AASD. No individual member of a Charter School Governance Board has the right or authorization to individually exercise the rights listed below. The Governance Board has the rights, subject to the terms and limitations of this Charter Agreement, necessary pursuant to state law to carry out the terms of this Charter Agreement, including:
Governance Board. The Governance Board of LJHS will operate in a manner consistent with the Articles of the LJHS Governance document. In keeping with that document, the Governance Board will be composed of nineteen members: - the principal; - eight certificated staff representatives; - the SDEA site representative; - one classified representative - five parent representatives; - one community representative; - two student representatives.
Governance Board will scrutinise and challenge the intelligence put before them before signing off commissioning priorities. The Board will then oversee the implementation of the priorities ensuring they are delivering improved outcomes for children, young people and their families accessing adoption services directly or indirectly.
Governance Board. A Governance Board consisting of staff, parents, and community members will govern the school (the “FRA Governance Board”). The FRA Governance Board will determine and oversee the mission and strategic plan, coordinate public relations strategies, establish policies as well as, oversee and approve the budget of the school. Lead Teacher. FRA will be a teacher led school. The lead teacher will coordinate and oversee the daily operation of the school and will work closely with the FRA Governance Board to ensure that the educational goals of the school are met. Communications from AASD needed for procedural purposes will go to the FRA Lead Teacher as well as the FRA Principal. The FRA Lead Teacher will meet regularly (minimum once per month) with the assigned principal to provide consistent and collaborative communication. Principal. A principal will be assigned to FRA by AASD. AASD will appoint the principal in collaboration with the FRA Governance Board. The FRA principal will demonstrate an interest and a commitment to the students as well as the mission and vision of the school. The FRA principal will be appropriately licensed. Governance Board Constitution. Other than issues specifically addressed in this agreement regarding the FRA Governance Board, the size, method of appointment and constitution of the FRA Governance Board will be as stipulated in the FRA Governance Board’s by-laws. Total membership of the FRA Governance Board shall be comprised of less than 50% AASD employees. FRA School administrators and AASD Board of Education members will not serve on the FRA Governance Board.
Governance Board. 5.1.1 The Parties shall form a Governance Board to establish and resolve major policy decisions concerning operations under this Agreement, consider requests for Changes and any other matters relating to this Agreement, any SOW and the operations of the Parties affected thereby which are not resolved by the JSC. The Governance Board shall be comprised of two representatives. One representative shall be designated by Provider and one representative shall be designated by Customer. Upon execution of this Agreement, the initial Customer Governance Board representative shall be *, and the initial Provider Governance Board representative shall be *, each of whom shall have full authority to act on behalf of Provider but collectively shall count as a single representative. Thereafter, each Party shall notify the other in writing as to changes in its appointee to the Governance Board. Each such appointee shall serve at the pleasure of the appointing Party. A Party may designate a substitute representative in the event that a designated representative is unable to attend or participate in a Governance Board meeting. All decisions of the Governance Board, whether reached by consensus or by the decision of the Customer representative on the Board as provided below, shall be final and binding upon the Parties.
Governance Board. The Reorganized Company will be managed by a board of managers (the “Board”). It is contemplated that each Equityholder would have the right to appoint one Board member, with the Board having 4 members in total. Decisions of the Board will be made by majority vote, with each Board member having a vote equal to the pro rata ownership of the Equityholder that appointed such Board member. An Equityholder shall have the right to appoint a Board member so long as the Equityholder owns (a) at least 75% of the Equity Interests held on the Plan Effective Date or (b) at least 20% of the outstanding Equity Interests. The Reorganized Company and the Equityholders will disclaim and waive all duties to the maximum extent permitted by applicable law (i.e., waiver of corporate opportunity and exculpation of the duty of care under the Delaware General Corporation Law). Governance rights and minority protections will be assignable to acquirers of more than 20% of the outstanding Equity Interests; provided, that the Equityholder affiliated with Mxxxxx Sxxxxxx shall be permitted to assign its governance rights and minority protections to a purchaser of 100% of such Equityholder’s Equity Interests. Minority Protections: Each Equityholder will be entitled to protective consent rights set forth on Exhibit A.
