Responsibility of the Board Clause Samples

The 'Responsibility of the Board' clause defines the duties and obligations assigned to a company's board of directors. Typically, this clause outlines the board's role in overseeing management, setting strategic direction, and ensuring compliance with legal and ethical standards. For example, it may specify that the board must approve major financial decisions, monitor company performance, and safeguard shareholder interests. The core function of this clause is to clarify the scope of the board's authority and accountability, thereby promoting effective governance and reducing ambiguity regarding leadership responsibilities.
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Responsibility of the Board. The Board of Directors of HoldCo shall have the broadest powers to manage and supervise the business and the affairs of HoldCo except for those matters which are explicitly reserved for approval by shareholders under Hong Kong company law. The Board of Directors of NewCo shall have the broadest powers to manage and supervise the business and the affairs of NewCo and shall be the highest authority of NewCo which shall make all major policy decisions of NewCo. The annual operating plan of HoldCo and/or NewCo and the approval of appointment of the General Manager of HoldCo/NewCo as recommended by Parlex requires the unanimous approval of the Board of Directors of HoldCo and/or NewCo (as the case may be). In addition, the unanimous approval of the relevant Board of Directors is required for all material events not disclosed in the relevant operating plan. However, it is agreed between the parties that HoldCo shall only select a General Manager if the relevant local law requires it. Notwithstanding the foregoing, the Parties shall comply with the Rules of Procedure for the Board of Directors of each Company, as attached hereto in Exhibit 8.4 ("Rules of Procedure") and it is agreed that if there is any inconsistency between the provisions of the Rules of Procedure and this Agreement, the provisions of this Agreement shall prevail.
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Responsibility of the Board. A. It is mutually agreed that the Board, under law, has the final responsibility of establishing policies for the certificated/licensed staff and all other employees of the Barberton City Schools.
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Responsibility of the Board of Directors and its committees 4.1.1.1 Formulation and adoption of the Company’s internal enforcement plan 1. Special-purpose meetings for the presentation of the subject. 2. Presentation, discussion and approval of the outline of the enforcement plan project. 3. Presentation of the findings of the mapping of the existing situation (compliance survey) and deliberation on the recommendations deriving therefrom. 4. Presentation, discussion and approval of the procedures comprising the internal enforcement plan. 5. Approval of the final plan. The Audit Committee shall be involved in the implementation of the plan during the usual conduct of business as specified below. The Audit Committee, including all of the members thereof, will take an active part in all stages of the formulation and adoption of the plan: · Setting the enforcement plan into motion · Mapping of the existing situation · Formulation of the plan and its procedures · Formulation of the assimilation plan · Ongoing monitoring This Plan was approved by the Audit Committee on March 21, 2012 and by the Board of Directors on March 22, 2012.
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Responsibility of the Board. 4.1.1 The Board shall have responsibility for the supervision, management and operation of the Company and its business save in respect of those matters which are specifically reserved for Shareholders in clause 8.1 or in accordance with Applicable Law. 4.1.2 The Board may delegate any of its roles and responsibilities to its management teams or committees of the Board of any Group Company. Any delegation may be subject to such terms and conditions as the Board may specify and the Board may at any time revoke any delegation in whole or in part, or alter its terms and conditions.
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Responsibility of the Board. It is recognized by the parties that the Board is invested by the laws of the State of Ohio with the management and control of all the public schools in the Columbus City School District. The authority shall include, but shall not be limited to, the right to hire, discharge or discipline teachers, subject to the terms of this Agreement and applicable law, and the authority to make such rules and regulations, subject to the terms of this Agreement and applicable law, and the authority to make such rules and regulations, subject to the terms of this Agreement and applicable law, as are necessary for the gov- ernment of the public schools, the employees of the Board and the pupils of the schools. Nothing in this Agreement shall constitute a derogation or transfer of the authority of the Board as established by the laws of the State of Ohio.
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Responsibility of the Board. The Board will be responsible for the overall direction and control of the management of the Company and the formulation of the policies to be applied in the conduct of the Business.
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Responsibility of the Board. The Members agree that the Members shall decide only such matters as applicable Law requires be decided by them (subject always to Section 4.02(a) and to the provisions of ARTICLE VII in the event a decision requires Member or external funding and subject to any decision by the Board to refer a matter to the Members for decision or ratification). For the avoidance of doubt, the Board shall be responsible for and decide on: (i) recovery mechanisms for overhead costs (manpower and other costs) incurred by the GeoPark Member or its Affiliates on an on-going basis to provide services to the Colombia Business; (ii) negotiating and approving mechanisms for funding overhead, new acquisitions, and other Colombia Business expenditures, in accordance with Section4.02(a)(xiii) and pursuant to an approved Work Program and Budget; (iii) appointing and removing executive managers (subject to the right of the GeoPark Member to nominate such managers, in accordance with Section 4.04); (iv) raising equity or debt capital (subject to Section 4.10); and (v) periodic reporting to Members (subject to the requirements of Section 10.02).
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Related to Responsibility of the Board

  • RESPONSIBILITY OF THE FUND With respect to each Loan held by the Custodian hereunder in accordance with the provisions hereof, the Fund shall (a) cause the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with such Financing Documents an amortization schedule of payments (the “Payment Schedule”) identifying the amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related payment amount information, and such other information with respect to the related Loan and Financing Documents as the Custodian reasonably may require in order to perform its services hereunder (collectively, “Loan Information”), in such form and format as the Custodian reasonably may require; (c) take, or cause the investment manager to take, all actions necessary to acquire good title to such Loan (or the participation in such Loan, as the case may be), as and to the extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment purposes under the Financing Documents or otherwise provide for the direct payment of the Payments to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it by the Fund (or the investment manager acting on its behalf) without any obligation on the part of the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness thereof; and the Custodian shall have no liability for any delay or failure on the part of the Fund in providing necessary Loan Information to the Custodian, or for any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian shall be entitled to rely on any information and notices it may receive from time to time from the related bank agent, Obligor or similar party with respect to the related Loan, and shall be entitled to update its records on the basis of such information or notices received, without any obligation on its part independently to verify, investigate or recalculate such information.

  • Responsibility of the Parties 5.1. The Parties undertake to indemnify each other for any damage (loss) caused by their partial or complete non-performance or improper performance of the Agreement, and the indemnification of damage (loss) does not relieve the Parties from the performance/payment of their obligations under the Agreement. 5.2. In addition, the Customer shall be liable for any damage (loss) caused to the Bank by its partial or complete non-performance or improper performance of the Agreement. Inter alia, unless the Bank decides otherwise, in the event of a breach of the term specified in the Section 3.3.4. of Annex N1 to the Collection Agreement, Bank is entitled to charge the Custumer with additional amount of the respective Interest (as the damage (loss) inflicted) for the period of breach of the term or the Bank shall be entitled to repay the above obligations not later than 14 (fourteen) calendar days after the written application. Indemnification of the damage (loss) does not release the Customer from the performance/payment of the obligations under the Agreement. 5.3. Without prejudice to the provisions of Sections 5.1. and 5.2. of Annex N1 to the Collection Agreement, in order to ensure full and proper performance of the Customer’s obligations under the Agreement, and, respectively, to secure the Bank’s rights and claims, the Customer hereby expressly gives its prior consent that the Bank is fully authorized to: 5.3.1. In the case of several debt arrears, determine the sequence and order of payments of 5.3.2. Block any Account of the Customer without acceptance in the amount of the payment due and in accordance with its applicable rules until any payment under the Agreement is fully and duly covered; 5.3.3. Write off without acceptance all payments due from the any Account of the Customer, and if the payment and the amount available on the Account are in different currencies, the Bank itself can perform conversion at the commercial rate of exchange applicable at the Bank on the date of payment or at the rate of exchange agreed with the Customer (if any), and write off also the conversion cost without acceptance from the Account, and channel the converted amount to cover the appropriate payments. 5.4. During the period of Force Majeure, the Bank shall not be liable for complete or partial nonfulfillment or improper fulfillment of its obligations under the Agreement. 5.5. In the event of Force Majeure, the Parties shall be guided by ICC Uniform Rules.

  • RESPONSIBILITY OF CONSULTANT Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to Consultant, to any subcontractor, to the City, to City officers and employees, or to parties designated by the City, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes to the extent predicated on active or passive negligence of the Consultant or of any subcontractor.

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

  • Responsibility of the Custodian In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market where performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.