DIRECTORS AND MANAGEMENT Sample Clauses
The 'Directors and Management' clause defines the roles, responsibilities, and authority of a company's board of directors and executive management. It typically outlines how directors are appointed or removed, their decision-making powers, and the scope of management's duties in running the day-to-day operations. This clause ensures clear governance structures within the organization, delineating who is responsible for strategic oversight versus operational execution, thereby reducing ambiguity and potential disputes over corporate authority.
DIRECTORS AND MANAGEMENT. 10.1 From the Completion Date until such date as the Shareholders will determine, the Board shall consist of 5 (five) Directors. Subject to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors shall be determined from time to time by the Shareholders.
10.2 From the Completion Date until such time as IDC ceases to be a Shareholder, the IDC shall have the right to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2.
10.3 Any appointment or removal of a Director appointed by a Shareholder shall be effected by notice in writing to the Company signed by or on behalf of the Shareholder in question and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director.
10.4 The quorum for the transaction of business at any meeting of the Board (other than an adjourned meeting) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participati...
DIRECTORS AND MANAGEMENT. 7.1 The Board has responsibility for the supervision and management of the JVCo and its Business, subject to clause 4.
7.2 Subject to clause 10.10, there shall be four (4) directors on the Board made up of two (2) Top Ships Directors and two (2) Gunvor Directors.
7.3 Gunvor may appoint a Gunvor Director, and remove a Gunvor Director whom it has appointed, by giving notice in writing to JVCo and Top Ships. Top Ships may appoint a Top Ships Director, and remove a Top Ships Director whom it has appointed, by giving notice in writing to JVCo and Gunvor. The appointment or removal takes effect on the date on which the notice is received by JVCo or, if a later date is given in the notice, on that date.
7.4 The Shareholder removing a Director shall indemnify and keep indemnified the JVCo against any claim connected with the Director's removal from office.
7.5 The Parties intend there to be a meeting of Directors at least once every three (3) months. Participation in such meetings by telephone or other similar methods whereby such the participating person may at the same time hear and be heard by everybody else present at the meeting will be permitted and persons who participate in this way shall be considered present at the meeting.
7.6 The Parties shall ensure that at least ten (10) Business Days' notice of a meeting of Directors is given to all Directors entitled to receive notice accompanied by an agenda specifying in reasonable detail the matters to be raised.
7.7 A shorter period of notice of a meeting of Directors may be given if at least one (1) Top Ships Director and one (1) Gunvor Director agree in writing except as to where a Board Reserved Matter is to be discussed, where all Directors should consent to such a shorter period of notice.
7.8 The quorum at a meeting of Directors at which there are to be discussed any Board Reserved Matter (including adjourned meetings) is all of the Directors at the time of the meeting.
7.9 The quorum at any other meeting of Directors (including adjourned meetings) is one (1) Top Ships Director and one (1) Gunvor Director.
7.10 No business shall be conducted at any meeting of Directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business.
7.11 The Shareholders shall procure that all Board meetings (including adjourned meetings) are quorate. However, if for any reason a quorum is not present within thirty (30) minutes of the time specified for a Directors' me...
DIRECTORS AND MANAGEMENT. (1) CRJ has a Board of Directors consisting of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board of Directors shall consist of an equal number of persons designated by AJI and CRBL.
(2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties.
(3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a Registered Representative Director.
(4) The parties hereto agree that, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses.
(5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a person designated by AJI and the other to be a person designated by CRBL.
(6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. shall be the independent public accountants of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate, to audit the books an...
DIRECTORS AND MANAGEMENT. 3.1 The Directors of the Company are appointed and dismissed by the Council.
3.2 The Board has responsibility for the supervision and management of the Company and its business. The Board shall ensure that the Company shall not transact any of the business described in the Shareholder Reserved Matters without first referring the matter to the Council for decision.
3.3 Where the Directors are employees or officers of the Council they shall not be entitled to any remuneration from the Company in their capacity as Directors and their expenses shall be reimbursed by the Council (and recharged to the Company by the Council). Where the Directors are elected members of the Council then they shall only be entitled to remuneration and expenses in accordance with the Local Authorities (Companies) Order 1995.
3.4 Any Secretary appointed in accordance with Article 37 who is an employee or officer of the Council shall not be entitled to any remuneration from the Company in their capacity as Secretary and their expenses shall be reimbursed by the Company.
3.5 The Company shall procure that Board meeting occur at least quarterly.
DIRECTORS AND MANAGEMENT. 6.1. The Business and affairs of the JVC shall (subject to the Reserved Matters referred to in Article 7) be managed by the Board of the JVC. The Board shall consist of five (5) persons of which:
6.1.1. FREQUENCY shall be entitled to appoint and maintain in office two (2) directors (“FREQUENCY Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed); and
6.1.2. YOD shall be entitled to appoint and maintain in office three (3) directors (“YOD Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed).
6.1.3. Should the JVC be domiciled in Singapore, YOD will appoint the required Singaporean Director.
6.2. Each appointment and removal by FREQUENCY or YOD of a director pursuant to its entitlement shall be notified in writing to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC to ensure that persons appointed in the manner set out in this Agreement constitute the Board of the JVC.
6.3. At least 14 days written notice shall be given to each member of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least one (1) FREQUENCY director and at least one (1) YOD director. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or in person) and, unless otherwise agreed, not less than quarterly.
6.4. The quorum for the transaction of Business at any meeting of the Board shall be at least one (1) FREQUENCY director and at least two (2) YOD director present at the time when the relevant Business is transacted.
6.5. The Chairman shall be appointed from among the YOD directors. At any meeting of the Board, each director and the Chairman shall be entitled to one vote. Any decision of the Board in favor of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority of the directors present at such meeting. Any Board Resolution regarding a Reserved Matter, as defined in Section 7 (“Reserved Matter Resolution”), shall require at least one (1) FREQUENCY director and at least one (1) YOD director to be valid.
DIRECTORS AND MANAGEMENT. 3.1 The parties hereto acknowledge and agree that only ▇▇▇ shall be entitled to nominate and appoint directors of MAL.
3.2 The parties hereto acknowledge and agree that only ▇▇▇ shall be entitled to nominate and appoint directors of CAS.
3.3 The Boards of the Subsidiaries have responsibilities for the supervision and management of the businesses and operations of the Subsidiaries.
3.4 The Boards of the Subsidiaries have the sole right to:
(a) Deploy and apply the Capital Investment to run the Subsidiaries.
(b) Manage the businesses at their discretion.
DIRECTORS AND MANAGEMENT. Upon the change of directors and officers of CIVC and CIVC Subco as described in Section 1.4, CIVC shall complete and file, or cause to be completed and filed, such documents prescribed under the BCBCA to give effect to such change of directors and officers of CIVC and the appointment of the New CIVC Directors and the New CIVC Management. Upon the completion of the Business Combination:
(a) the directors of CIVC will resign and there will be appointed and/or elected in their place as directors of CIVC such five (5) persons as Cannus shall designate; and
(b) the officers of CIVC will resign and there will be appointed in their place as officers of CIVC such persons as Cannus shall designate.
DIRECTORS AND MANAGEMENT. 3.1 The appointment or reappointment of any person who is willing to act as a Director (and is permitted by law, and by any specific regulatory body applicable, to do so) shall first be recommended by the Club Board.
3.2 Three months before the date set for the Club's AGM the Trustees shall receive notification of those Directors to be presented for appointment or reappointment at that meeting. Those Directors shall at least six weeks prior to the date of the meeting provide to the Trustees a resume of their activities and achievements during their term of office or, if the Director is being presented for appointment, their CV. This submission shall be confirmed as true and fair by the Club Board Chair) in office at that date.
3.3 The named Directors shall, if required to do so, attend in person a Trustees meeting in advance of the Annual General Meeting.
3.4 From May 2024 until otherwise agreed by the Trustees, the Football Club Board will contain two democratically elected supporter representatives. This process will be run by the Trust with support from the Club.
3.5 The Club Board may invite whoever it shall deem fit to enable it best to proceed to attend the part/s of any Board Meeting appropriate to the skills/knowledge of that individual.
DIRECTORS AND MANAGEMENT. 5.1 Subject to the following sentence, the Board is hereby granted full and complete authority to supervise and manage the business, property and affairs of the Company and its Subsidiaries. Subject to Applicable Law, the Board is hereby empowered to take, and to cause the Company and its Subsidiaries to take, any and all actions the Board deems necessary or appropriate in its discretion, subject only to the prior written approval of each Shareholder (which approval shall not be unreasonably withheld) before taking any action in relation to:
(a) any amalgamation or merger of the Company with any other company or business undertaking (whether by scheme of arrangement or otherwise), or any sale or other disposition of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole;
(b) any termination of the Collaboration Agreement pursuant to Section 13.5 (Failure to Reach Certain Net Sales Levels) thereof (it being agreed that the Company shall consult with Lucky Parent in connection with any termination of the Collaboration Agreement by the Company but that the consent of Shareholders shall not be required for any terminations of the Collaboration Agreement other than pursuant to Section 13.5);
(c) without limiting clause 19.1, any amendment or modification of, or waiver to, the terms of the Collaboration Agreement, which amendment, modification or waiver by its terms (i) reduces the Company’s share of Pre-tax Profits (as defined in the Collaboration Agreement) or (ii) affects the economic interests of a Jupiter Shareholder in this Agreement differently than the economic interests of a Lucky Shareholder in this Agreement;
(d) any sale or assignment of the Company’s interest in the Collaboration Agreement;
(e) any sale or assignment of any asset of the Company or any of its Subsidiaries that would adversely affect in any material respect the Company’s ability to perform under the Collaboration Agreement (other than compulsory sales or assignments required by Applicable Law);
(f) without limiting clause 16.2, any amendment to the Company’s memorandum of association or articles of association (for clarity, any increase to the authorized Class C Shares of the Company shall not be regarded as an amendment to the Company’s memorandum of association or articles of association);
(g) at any time during the Capital Call Period (other than following a Funding Default by Lucky Sub-1), the incurrence of Indebtedness by the Company or any of i...
DIRECTORS AND MANAGEMENT. Board of Directors