Nominating and Governance Committee. The Trustees may appoint a nominating and governance committee (the “Nominating and Governance Committee”) to consist of not less than three Trustees. The duties of the Nominating and Governance Committee will be to review the governance of the Trust. Questions arising in any meeting of the Nominating and Governance Committee shall be decided by a majority of the votes cast. Decisions may be taken by written consent signed by all of the members of the Nominating and Governance Committee. Any member of the Nominating and Governance Committee may call a meeting of the Nominating and Governance Committee upon not less than 48 hours’ notice. Where for any reason a member of the Nominating and Governance Committee is disqualified from voting on or participating in a decision (and no such member shall be disqualified with respect to any matter referred to in subsection 4.7.7), any other Trustee who is disinterested and is not already a member of the Nominating and Governance Committee may be designated by the Trustees to act as an alternate. Notwithstanding the appointment of the Nominating and Governance Committee, the Trustees may consider and approve any matter which the Nominating and Governance Committee has the authority to consider or approve.
Nominating and Governance Committee. The Board of Directors, by resolution adopted by a majority of the Entire Board of Directors, will designate a Nominating and Governance Committee comprised solely of Independent Directors, which Committee shall oversee the Company’s commitment to good corporate governance and develop and recommend to the Board a set of corporate governance principles and oversee the evaluation of the performance of the Board of Directors. In addition, the Nominating and Governance Committee shall recommend to the Board of Directors specific policies or guidelines concerning criteria for directors and shall also recommend to the Board of Directors nominees for election to the Board in connection with any meeting of Members at which directors are to be elected or in connection with any meeting of the Board of Directors to fill any vacancy which the Board of Directors is authorized under this Amended Agreement to fill. The Nominating and Governance Committee will solicit recommendations for director nominees from the Chairman and the Chief Executive Officer of the Company. The Nominating and Governance Committee may also recommend to the Board specific policies or guidelines concerning the structure and composition of the Board of Directors or committees of the Board of Directors, the size and composition of the Board of Directors and the selection, tenure and retirement of directors and matters related thereto.
Nominating and Governance Committee. The Board shall maintain a committee (the “Nominating and Governance Committee”) that has the responsibilities and obligations contemplated by this Agreement to be responsibilities and obligations of the Nominating and Governance Committee. All references in this Agreement to the Nominating and Governance Committee shall mean whichever committee has those responsibilities and obligations at the relevant time, regardless of what other responsibilities and obligations that committee may have and regardless of the name or designation of that committee in the Hydro One Governance Standards. For clarity, initially the Nominating and Governance Committee is designated in Hydro One’s Governance Standards as the “Nominating, Corporate Governance, Public Policy & Regulatory Committee”.
Nominating and Governance Committee. The members of the Nominating and Governance Committee shall be Xxxxxx Xxxxxxxxxxxxx, III (Chairman), Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, III, Xxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Xx.; and
Nominating and Governance Committee. (i) The Board of Directors shall appoint at least four Directors during the Specified Period and thereafter not less than three Directors, each of whom shall not be an officer or employee of the Company, to act as its Nominating and Governance Committee.
Nominating and Governance Committee. The Corporation shall maintain a 3-member Nominating and Governance Committee of the Board of Directors, all of which members shall be non-executive directors, to advise the Board of Directors with respect to those steps the Board of Directors should consider to adjust the size and membership of the Board of Directors so that it is optimized to provide guidance to management of the Corporation and to serve the interests of the Corporation’s stockholders as the Corporation continues to advance its product development programs and evaluates a potential public offering of its stock. The Series B Preferred Stock Director (as such term is defined in the Certificate of Incorporation) shall be appointed to such Nominating and Governance Committee.
Nominating and Governance Committee. Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xxxxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxx to the Nominating and Governance Committee and to appoint Xxxxxxx Xxxxxxx as its chairman. During the Standstill Period, unless otherwise agreed by the Nominating and Governance Committee, the Nominating and Governance Committee shall be comprised of three (3) directors, consisting of Xxxxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxx (so long as such directors are serving on the Board and continue to meet the qualifications for service on such committee).
Nominating and Governance Committee. The Board may designate a nominating and governance committee, which shall be charged with assessing and nominating members of the Board, making recommendations regarding the Board’s composition, operations and performance and developing corporate governance principles, and shall perform all other duties as from time to time may be assigned by the Board.
Nominating and Governance Committee. The Nominating and Governance Committee currently consists of Messrs. Laskawy (Chairman) and Alperin and Dr.
Nominating and Governance Committee. Unless the Nasdaq Listing Rules require otherwise, until HTI, pursuant to Section 3(d)(ii), no longer has the right to designate a nominee to serve on the Board, the Board shall have a Nominating and Governance Committee (the “Nominating Committee”) composed of the Joint Director, an Incumbent Director who is not a member of the Company’s management, and an HTI Nominee.
