Internal Committees Clause Samples

Internal Committees. Pirelli shall maintain the Committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of Italian listed companies. In case of approval of the revised governance system – subject in any case to reaching the necessary quorum at the Pirelli’s shareholders meeting approving the new by-laws of Pirelli – the Internal Control and Risks Committee shall be replaced by the Management Control Committee and shall be composed by 3 (three) independent directors; in case 2 (two) of such independent directors are designated in the Management Control Committee out of the slate that has been submitted by CF, (a) one of them shall be one of the independent directors designated by Newco, while (b) the other one shall be one of the independent directors designated by the Strategic Investor. Up to the moment of the possible approval of the revised governance system, the Internal Control and Risks Committee shall be composed of 3 (three) independent directors and the same rule indicated above with respect to composition of the Management Control Committee shall apply, while the other Committees of Pirelli shall remain as follows: - the Strategies Committee, composed by (i) two directors to be selected out of those designated by Newco (of which one by NP and one, jointly, by UC and ISP), (ii) two directors to be selected out of those designated by the Strategic Investor and (iii) three independent directors (for a total of seven directors); - the Committee for the Appointment and Succession, composed of four directors, one of which designated by the Strategic Investor, another one designated by Newco and the remaining two directors to be independent directors; and - the Remuneration Committee, composed of three independent directors; in case two of such independent directors are elected from the slate submitted by CF, one of them shall be one of the independent directors designated by Newco, while the other one shall be one of the independent directors designated by the Strategic Investor.
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Internal Committees. The Parties agree that, exclusively in case Pirelli remains listed, it shall substantially maintain the committees and procedures currently in place, with the significant role currently attributed to the independent directors, in line with the best practice of international and Italian listed companies. In particular, Pirelli shall have and maintain the following internal committees, with the following composition:
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Internal Committees. Each Party may be allowed to provide representatives to such internal committees of the other Party as the Parties may mutually agree upon. Each Party may, for example, be represented on and consult with such internal committees of the other Party as may be directly related to its performance of this Agreement.
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Related to Internal Committees

  • Advisory Committees The Board may appoint Advisory Committees to review design review applications, or provide input on other issues of concern to the Board or the Commission. These Advisory Committees include, but are not necessarily limited to, the following: 1. Cameron Park Design Review Committee 2. El Dorado Hills Design Review Committee 3. ▇▇▇▇▇▇▇ Pines Design Review Committee 4. The County’s Economic Development Advisory Committee (“EDAC”)

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

  • Evaluation Committee A. The Association and the Board agree to establish a standing joint Evaluation Committee comprised of members of the District Leadership Council for the purpose of evaluating the policy, procedure and process for the evaluation of certified teachers in the District.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 1940 Act.