ROLE AND DUTIES Clause Samples
ROLE AND DUTIES. 2.1 The Director shall exercise all powers in good faith and in the best interests of the Group, including but not limited to, the following:
(a) devote a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as a director [and chief executive officer / chief financial officer] of the Company and, where relevant, as an officer of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the strategic planning, corporate management and business development of the Group;
(b) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(c) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the Board according to the best of his skills and ability;
(d) perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(e) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with his office in relation to the Company and/or the Group;
(f) act in accordance with his powers and obligations as an director [and chief executive officer / chief financial officer] of the Company and use his best endeavours to comply with and to cause the Company to comply with (i) this Agreement; (ii) every rule or law applicable to any member of the Group, whether in the United States, Hong Kong, or elsewhere; (iii) the Nasdaq Stock Market Rules; (iv) amended and restated Memorandum and Articles; (v) shareholders’ and board resolutions of the Company; (vi) the United States Securities Act of 1933; and (vii) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of an...
ROLE AND DUTIES. 3.1 Your role shall be as determined by the Board. The Board may from time to time change your role and the title of your role.
3.2 You shall devote sufficient time and attention to carry out your role effectively and as a minimum:
a) you shall attend all General Meetings of the Company and take all reasonable steps to attend the meetings of the Board and its sub committees on which you have been co-opted. You shall review committee papers provided to you before the start of meetings so that you are able to make a reasonable contribution to the discussion at meetings and on the affairs of the business.
b) You shall approve the minutes of any committees of the Board on which you have been appointed as a chairman and ensure that the agenda for these meetings is appropriate.
c) You shall ensure that committees of the Board on which you have been appointed as a chairman adhere to the committee’s Terms or Reference approved by the Board and to applicable corporate governance requirements and guidelines.
3.3 In your role as a non-executive director you will be expected to suggest, advise on and monitor matters relating to:-
a) the strategy of the Company;
b) the performance of the Company;
c) information, especially financial information, reported externally
d) the adequacy of the key internal controls, especially the financial controls, and systems of risk management
e) standards of conduct of the Board and in the Company; and
f) the appointment and remuneration of Directors.
3.4 You will be required to accept responsibility, publicly and, where necessary, in writing where required by law and regulation.
3.5 During the continuance of this Agreement you shall be subject to the normal general fiduciary duties and duties of care and confidentiality of a director at law and shall comply with all relevant legislation and the principles of good corporate governance.
3.6 Your authority to commit the Company shall be subject to the express authorisation of the Board. You shall carry out such duties and exercise such powers as may be reasonably assigned to you, or vest in you, by the Board. You shall perform your duties faithfully, efficiency and diligently and use your best endeavours to promote the interest and reputation of the Company.
3.7 Overall the Company anticipates that you will need to spend on average 20 (twenty) days per calendar year including time preparing for meetings fulfilling your duties.
3.8 The agreement of the Chairman (not to be unreasonably with...
ROLE AND DUTIES. 3.1 You shall carry out the function of a non-executive director of the Board and consequently shall have no management or executive powers or functions. You have the same general legal responsibilities to the Company as any other director. You will be expected to exercise the general fiduciary duties of care, loyalty, equal treatment of shareholders and confidentiality expected of every director of a Swiss company and further, in accordance with the principles outlined in the Corporate Governance Code, perform your duties faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. In particular, as a non-executive director, you are expected to exercise independence on all issues discussed at Board or committee level.
3.2 The Board as a whole is collectively and ultimately responsible for the success of the Company and for delivering sustainable shareholder and stakeholder value. All directors must take decisions objectively in the interests of the Company.
3.3 You should also refer to and comply with:
(a) the Articles and the Organisational Regulations (including paragraph 5 which sets out a detailed description of the role of the Board);
(b) the Listing Rules, the Prospectus Rules, the DTRs and the Admission and Disclosure Standards;
(c) the Corporate Governance Code and associated Guidance in respect of the role of the Board and the role of the non-executive director;
(d) the Company’s corporate governance statement as set out in its annual report from time to time; and
(e) directors’ duties under the Swiss CO and the Minder Amendments as well as under any other applicable law.
3.4 As a director you will be required to comply with these duties. In case you are in doubt, you may request information on such duties at any time in accordance with paragraph 3.7 of this letter.
3.5 You have agreed to serve on one or more Board committees. Your role as a member or such Board committees is set out in Annex C of the Organisational Regulations. [If applicable: You have also accepted and have been appointed to the role of Chairman of the Board (the “Chairman”) by the Company’s shareholders. Your attention is drawn in particular to the Chairman’s duties and responsibilities described in paragraph 5 of the Organisational Regulations and in the Corporate Governance Code and Guidance.]
3.6 You further agree that:
(a) the Board may delegate some of its functions to a sub-committee determined by the Bo...
ROLE AND DUTIES. 5.1. You acknowledge you have the same general legal responsibilities to the Organisation as any other Board Member.
5.2. The Board as a whole is collectively responsible for ensuring the success of the Organisation and its compliance with all legal and regulatory obligations.
5.3. It does this by directing and supervising the Organisation’s affairs. In particular, the Board:
5.3.1. provides entrepreneurial leadership of the Organisation within a framework of prudent and effective controls that enable risk to be assessed and managed;
5.3.2. sets the Organisation’s strategic aims, values and standards;
5.3.3. ensures the necessary financial and human resources are in place for the Organisation to meets its objectives;
5.3.4. reviews management performance; and
5.3.5. ensures the legal and regulatory obligations of the Organisation are understood and met.
5.4. Your role as a Board Member encompasses the following key elements:
5.4.1. Strategy: you should challenge and contribute constructively to the development of the strategy of the Organisation;
5.4.2. Performance: you should scrutinise the performance of the Organisation in meeting agreed goals and objectives, and monitor the reporting of performance;
5.4.3. Risk: you should satisfy yourself that financial information is accurate, and that financial controls and systems of risk management are robust and defensible; and
ROLE AND DUTIES. As a non-executive director you shall have the same general legal responsibilities to the Company as any other director and shall be required to take decisions in the best interests of the Company. The board of directors (the “Board”) as a whole is collectively responsible for the success of the Company. The Board’s role is to:
ROLE AND DUTIES. 2.1 For so long as you are a Director, you shall provide those services as (a) are required of a director under the General Corporation Law of the State of Delaware and all other applicable state and federal laws and regulations, (b) are customarily associated with and are incident to the position of a director and (c) the Company may, from time to time, reasonably request, consistent with your position as a Director.
2.2 Without limiting the foregoing, for so long as you are a Director, you shall (a) meet with the Company upon the Company’s request, at dates and times mutually agreeable to you and the Company, to discuss any matters that involve or may involve issues of which you have knowledge, and (b) cooperate with the Company in the planning, review and execution of any such matter. The Company anticipates that you will participate in (i) at least four to five in person Board meetings per year at the Company’s headquarters, or other locations as determined by the Company and (ii) monthly conference calls to discuss financial and operational results with, and provide advice to, the Company, as may be reasonably requested by the Company.
2.3 Unless you are otherwise specifically authorized by the Board, you shall not enter into any legal or other commitment or contract on behalf of the Company, nor shall you hold yourself out as having any authority to bind or to speak on behalf of the Company.
2.4 For so long as you are a Director, you shall provide the Company with prior written notice before joining the board of directors, board of managers or other similar governing body of any entity.
ROLE AND DUTIES. 3.1 As a non-executive director you shall have the same general legal responsibilities to the Company as any other director and shall be required to take decisions in the best interests of the Company. The board of directors (the “Board”) as a whole is collectively responsible for the success of the Company. The Board’s role is to:
(a) provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
(b) set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
(c) set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.
3.2 In your role as non-executive director, you shall also be required to:
(a) constructively challenge and contribute to the development of strategy;
(b) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible;
(d) be responsible for determining the appropriate level of remuneration for executive directors and have a prime role in appointing and, where necessary, removing executive directors and in succession planning;
(e) at all time comply with the Articles;
(f) abide by your fiduciary duties as a director of the Company;
(g) diligently perform your duties and use your best endeavours to promote, protect, develop and extend the business of the Company; and
(h) immediately report your own wrongdoing or the wrongdoing or the proposed wrongdoing of any other employee or director of the Company of which you become aware to the CEO and the Board.
3.3 If you are appointed chairman:
(a) chair the Board and General Meetings of the Company including setting the agenda of such meetings;
(b) promote the highest standards of integrity, probity and corporate governance throughout the Company and particularly at Board level;
(c) ensure that the Board receives accurate, timely and clear information;
(d) ensure effective communication with members of the Company;
(e) facilitate the effective contribution of non-executive directors and ensure constructive relations between executive and non-executive directors;
(f) ensure that the performance of the Board, its committees and ...
ROLE AND DUTIES. You will be employed as Sales Manager on the terms and conditions in this agreement. Your position will involve the duties and responsibilities set out in Schedule 1, plus such other duties as the Employer may allocate to you from time to time.
ROLE AND DUTIES. (a) Subject to the terms and conditions of this Agreement, Company shall employ Executive as its CEO reporting to the Executive Chairman of the Company’s Board of Directors (the “Board”) unless Executive is the Executive Chairman or the Chairman in which case Executive shall report to the Board’s independent directors.
(b) Executive shall be appointed as a Class A director to serve until the next annual general meeting of the Company at which time he shall, upon nomination, stand for election as a Class A director.
(c) Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform to the best of Executive’s ability the duties normally associated with such position and as determined by Company in its sole discretion.
(d) Executive’s primary place of employment shall be the Company’s office at 2▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ U.S.A, or such other office in New York, New York as the Company may maintain in the future (the “Office”). Executive shall perform his services from the Office for no less than 75% of his working time during normal business hours Monday through Friday, other than business travel in accords with Company needs, vacation time, sick time and other permitted time off, and except as otherwise determined by the Executive Chairman. During the Transition Period (as defined below), Executive shall be expected to work Monday morning through Thursday morning or afternoon at the Office, and Friday morning to Friday afternoon or evening in the Company’s London office (the “Schedule”); provided, however, that the parties acknowledge and agree that as the result of Executive’s business travel on behalf of the Company, compliance with the Schedule may be burdensome or unreasonable, and in such event, it will not be a breach of this Agreement for Executive to reasonably deviate from the Schedule. It is understood that business requirements may require adjustments which will be agreed to by Executive and the Executive Chairman.
(e) During his employment, and excluding any periods of disability and vacation and sick leave to which Executive is entitled, and subject to Section 1(f) below, Executive agrees to devote substantially all of his business attention and time to the business and affairs of the Company.
(f) In addition to his normal obligations of reporting, Executive shall keep the Board updated concerning significant matters on a periodic basis to be agreed with the Board.
(g) It shall not be a...
ROLE AND DUTIES. 2.1 As a member of the Board of Perfect Moment you agree to provide the following services (“Services”) upon the terms and conditions set out below. The Services may be modified from time to time. · General consultancy and advisory services as may be required from time to time · Attendance of Board meetings, pre-reading of materials and meeting with members of the Perfect Moment team and contractors · Act as an interim Ecom Trading Director until the permanent replacement is hired · It is estimated that you will commit 3 days a week between the date of commencement (21st November 2022) until the end of January 2023 and thereafter 2 days a month. · Any special projects that require more time will be agreed between the two parties.
2.2 You agree to provide the services envisaged hereunder in a professional manner and will conform to the standards generally observed in the industry for similar services.
2.3 You agree to provide to the Company, and hereby authorise the Company, to use your name, logo of the organisation to which you belong, picture, bio data and other relevant professional information as necessary in any or all the marketing materials (presentations, flyers, promotional material, website etc.) related to Perfect Moment Ltd.
2.4 You agree to disclose to the Company any involvement you have with listed companies and the nature of your involvement (director, consultant, senior employee etc.). Furthermore, you agree that you will not disclose to the Company any material non-public information pertaining to any listed company. Perfect Moment Ltd United House, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇