Responsibilities of Directors Clause Samples

Responsibilities of Directors. The Board seeks to promote the best interests of the Company and its shareholders, including overseeing management in the conduct of the Company’s business. In fulfilling this obligation, the Board regularly monitors the development and execution of management’s strategies and the effectiveness of its policies and decisions, including the identification and evaluation of its strengths, weaknesses, opportunities and risks. In addition to its duty to the Company’s shareholders, the Board also considers the interests of the Company’s other stakeholders, including customers, employees, suppliers and the communities in which the Company operates, all of whom are essential to the success of the Company’s business. Directors are required to perform their duties as Directors, including as members of Board Committees, in good faith. In performing their duties, Directors are entitled to rely on information, reports and statements prepared or presented by management, outside professionals and experts and Board Committees on which they do not serve. The Directors shall be entitled to have the Company purchase directors’ and officers’ liability insurance on their behalf and to be indemnified to the fullest extent permitted by law and the Company’s certificate of incorporation and by-Laws. Directors are expected to prepare for, attend and participate actively and constructively in meetings of the Board and Committees on which they serve. Directors are expected to read material that is distributed in advance of any Board or Committee meeting. Directors are expected to become and remain well-informed about the Company’s business, performance, operations and management; general business, industry and economic trends affecting the Company; and principles and practices of sound corporate governance. It is expected that new Directors will participate in an orientation program concerning the Company and its operations after joining the Board. All Directors shall participate in continuing education programs to maintain the necessary level of expertise, the cost of which shall be borne by the Company. In addition, presentations of governance topics of interest shall be periodically made to the Board. A Director shall not participate in the discussion of or decision on any matter in which he or she has a personal, business or professional interest other than his or her interest as a shareholder of the Company. Directors shall promptly inform the Chair of the Nominating and Corpor...
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Responsibilities of Directors. As director of the company, under the Companies Acts you are responsible for: • ensuring that the company maintains proper accounting records and for preparing accounts • determining whether for any reason the exemption is not available in respect of the period. You will keep records of sales invoices, purchase invoices, receipts and payments, together with any other documents relating to the company’s transactions and activities. It will also be necessary for you to provide a record of stock at the company’s year end. For financial years beginning on or after 06 April 2008, a private company is usually required to file its accounts at Companies House within 9 months of the year end. The company will be liable to a fine if it fails to do so. In order to avoid this we will produce statutory accounts, suitable for filing, within the required period, provided all your records are complete and presented to us within five months of the year end, and all subsequent queries are promptly and satisfactorily answered. We have agreed to act as your agent and to:
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Responsibilities of Directors. Subject to the rights reserved to the Board of Directors acting on behalf of the Employer as set forth in this Plan, no member of the Board of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator or Trustee.
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Responsibilities of Directors. 11.4.1 All the Directors shall observe this Agreement and Articles of Association, carry out their duties faithfully and safeguard the interests of the JVC , and shall not seek personal gain through their position and authority in the JVC. 11.4.2 No personal act of any Director may bind the Board or the JVC without the prior written approval of the Board. 11.4.3 No Director shall be personally liable for any act performed in his capacity as a Director, except for acts that constitute a violation of PRC Law, this Agreement, Articles of Association or the laws of any other jurisdiction to which the relevant Director is subject.
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Responsibilities of Directors 
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Related to Responsibilities of Directors

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • RESPONSIBILITIES OF CITY City or its representative shall issue all communications to Contractor. City has the authority to request changes in the work in accordance with the terms of this Agreement and with the terms in Exhibit A – Scope of Work. City has the authority to stop work or to suspend any work.

  • DUTIES AND RESPONSIBILITIES OF THE COMPANY A. The Company agrees to perform the Project as described in Paragraph 3 and shall maintain operations at the Project Location for at least the Term of the Agreement. The Company made certain representations to the IEDC regarding the Project in the Company’s application and the Agreement. The Company represents and warrants that all representations, statements, and all other matters contained in the application submitted by the Company to the IEDC and the Agreement are true and complete in all materials respects. B. The Company will submit an annual report not later than the 45th day following the close of each reporting year, in the form and medium provided by the IEDC, for the period beginning with the First Eligible Taxable Year and for each Taxable Year through the end of the Reporting Period. The annual report, which shall be certified as true and correct by an authorized Company representative, shall contain the information listed in the annual report form provided by the IEDC, including but not limited to: (1.) The number of Full-Time Employees at the Project Location employed as of the end of the reporting year; (2.) The average wage of the Full-Time Employees at the Project Location employed at any point during the reporting year, reported on an hourly basis (whether paid hourly or not, e.g. a salaried employee); (3.) The aggregate actual W-2 payroll (box 1) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (4.) The aggregate actual W-2 State withholdings (box 17) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (5.) The amount of Capital Investment made at the Project Location during the reporting year; (6.) To substantiate the foregoing, a project employment sheet with the Full-Time Employees at the Project Location listed by employee name, including: last four

  • Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and

  • Responsibilities of Both Parties 6.1 The CLEC providing the circuit between CLEC’s office and SBC-12STATE’s office shall make such circuits available for use in connection with the DA services covered herein. When the total traffic exceeds the capability of the existing circuits, additional circuits will be provided by the CLEC. 6.2 Where applicable, if additional ADAX cards and ASN Routers (with sync and token ring cards) are necessary, they will be provided by SBC-12STATE, and CLEC will reimburse SBC-12STATE for the cost, plus Engineering, Furnish and Installation.