Supervisory Board Clause Samples
The Supervisory Board clause establishes a governing body responsible for overseeing the management and strategic direction of an organization, typically within a corporate or partnership structure. This board is usually composed of appointed or elected members who are not involved in the day-to-day operations but instead monitor executive actions, review major decisions, and ensure compliance with legal and ethical standards. By providing an additional layer of oversight, the clause helps safeguard the interests of shareholders or stakeholders and promotes accountability within the organization.
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Supervisory Board. 16.1 The Parties shall procure that the supervisory board of the Company (the “Supervisory Board”) shall be composed of 3 (three) members, to be appointed by the general meeting of shareholders: – 1(one) of whom shall be appointed upon a binding nomination of the Investor; and, – 1(one) of whom shall be appointed upon a binding nomination of the Founders; and, – 1(one) of whom shall be appointed as an independent member recognised as an industry expert upon a binding nomination of the Investor together with the Founders. At the Closing Date, the following persons shall be nominated by the following Parties: • Mr. E.C.M. van Wezel as Supervisory Board member on behalf of the Investor;
A. Van Blitterswijk as Supervisory Board member on behalf of the Founders. The third, independent Supervisory Board member, shall be nominated as soon as reasonably possible.
16.2 Each of the Shareholders hereby agrees to Vote at the relevant general meetings of shareholders in favour of any binding nominations made in accordance with this Article 16, unless any candidate nominated cannot reasonably be regarded as an appropriate member of the Supervisory Board. Likewise each of the Shareholders hereby agrees to vote at the relevant general meeting of shareholders in favour of any proposals to suspend or dismiss a Supervisory Board member if such proposal is made by the same Party which is entitled to nominate candidates for the seat then held by such Supervisory Board member.
16.3 The Parties shall procure that the Supervisory Board shall meet at regular intervals, but at least quarterly. Votes may be rendered by power of attorney given by one Supervisory Board member to another member. The Parties agree that the Supervisory Board will adopt resolutions by a simple majority of the votes of the members present.
16.4 The Supervisory Board members shall receive reimbursement of all reasonable expenses incurred for their membership of the Supervisory Board.
16.5 To the extent allowed under applicable law, the Company shall indemnify and keep indemnified the members of the Supervisory Board from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of any kind or nature whatsoever to which such member may become subject by reason of its/their status as member of the Supervisory Board, unless such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of any kind or nat...
Supervisory Board. (i) The Parties hereby acknowledge that, as of the date hereof, the Supervisory Board is composed of 15 members.
(ii) So long as Dentsu shall own, directly or indirectly, not less than 10% of the outstanding Publicis Shares, two Members of the Supervisory Board (as such number may be adjusted pursuant to clause (vii) below) shall be elected from among the slate of candidates designated by Dentsu (the “Dentsu Members”), one of the Dentsu Members so elected to be a representative director of Dentsu. Whether Dentsu owns the requisite percentage of Publicis Shares shall be determined, as of the Reference Date defined below, for the purposes of each shareholders’ meeting of Publicis for which the agenda prepared by the Directorate or the Supervisory Board, as the case may be, shall expressly include the election of one or more Members of the Supervisory Board (the “Election Meeting”). The chairperson of the Directorate (the “Chairperson of the Directorate”) or the chairperson of the Supervisory Board (the “Chairperson of the Supervisory Board”) shall give Dentsu notice of the CP and NP terms set forth in the numerator and denominator, respectively, of the formula that appears in clause (iii) below (the “Ownership Notice”) not later than 45 days before the scheduled date for the Election Meeting. “Reference Date” means the twentieth day following Dentsu’s receipt of the Ownership Notice if such twentieth day is a Business Day, and if it is not, the next succeeding Business Day.
Supervisory Board. In addition to the rules in Section 6.2, the following rules shall apply:
6.3.2.1 Members The Supervisory Board shall consist of one representative of each Party, one representative of each Partner Organisation as listed in Annex I to the GA, and one/two representative(s) of the ESRs appointed by the General Assembly (hereinafter Supervisory Board Members). The Coordinator shall chair all meetings of the Supervisory Board, unless decided otherwise by a majority of two-thirds.
6.3.2.2 Minutes of meetings Minutes of Supervisory Board meetings, once accepted, shall be sent by the Coordinator to the General Assembly Members for information.
6.3.2.3 Tasks
6.3.2.3.1 The Supervisory Board shall prepare the meetings, propose decisions and prepare the agenda of the General Assembly according to Section 6.3.1.2.
6.3.2.3.2 It shall seek a consensus among the Parties.
6.3.2.3.3 The Supervisory Board shall monitor the effective and efficient implementation of the Project.
6.3.2.3.4 In addition, the Supervisory Board shall collect information at least every 6 months on the progress of the Project, examine that information to assess the compliance of the Project with the Consortium Plan and, if necessary, propose modifications of the Consortium Plan to the General Assembly.
6.3.2.3.5 The Supervisory Board shall: oversee the quality of the programme and ensure an adequate balance between scientific/technological and transferable skills training ensure that the skills acquired by ESRs fulfil the needs of both academia and the non-academic sector in order to enhance the intersectoral employability of the researchers establish an active and continuous communication and exchange of best practice among the partners to maximise the benefits of the partnership oversee the quality and quantity of supervision of the ESRs
6.3.2.3.6 In the case of abolished tasks as a result of a decision of the General Assembly, the Supervisory Board shall advise the General Assembly on ways to rearrange tasks and budgets of the Parties concerned. Such rearrangement shall take into consideration the legitimate commitments taken prior to the decisions, which cannot be cancelled.
Supervisory Board. (1) A supervisory board shall be set up at the Investee Company if the Investor deems this necessary.
(2) The Investee Company undertakes to prepare rules of procedure for the management in conjunction with the supervisory board.
(3) The approval of the Investor shall be deemed given for all measures concerning which the Investor has a right of participation according to (S) 9 of this Agreement if its representative on the supervisory board has approved an appropriate resolution.
Supervisory Board. (1) The Company shall have a Supervisory Board. The Supervisory Board shall consist of 14 members.
(2) The Supervisory Board shall be composed of 7 representatives from the Broadcaster Curia and 7 representatives from the Publisher Curia.
(3) The members of the Supervisory Board shall be appointed by the shareholders in general meeting for the term of four years. When appointing the representatives of one Curia, the shareholders of the other Curia shall not vote.
(4) Of the Supervisory Board members, in accordance with the Beneficiaries pursuant to Paragraph 6, Sentence 1, 7 members must be allocable to the Broadcaster Curia (four members to the Television Division and three to the Radio Division) and 7 members to the Publisher Curia.
(5) The shareholders shall elect for the term of office designated in Paragraph 3 up to 14 alternates, who, in the event of the withdrawal of a member elected in accordance with Paragraph 3, shall take such member’s place for the residual term of office; Paragraphs 3 and 4 shall apply accordingly to the election of the alternate members.
(6) Supervisory Board members and alternate members may only be natural persons who are Beneficiaries or the legal representatives or authorized full-time employees with executive functions of Beneficiaries or companies affiliated with Beneficiaries in the terms of § 15 of the Corporation Act. Persons who represent the interests of beneficiary enterprises in the supervisory and other boards of collecting societies or comparable institutions (e.g. the Zentralstelle für private Überspielungsrechte (ZPÜ)) shall be excluded from any activity on the Supervisory Board.
(7) Supervisory Board members shall withdraw from the Supervisory Board upon the elimination of the prerequisites for their appointment in accordance with Paragraph 6. In lieu of the withdrawn members, the corresponding alternate members shall replace them for the residual term of office of the withdrawn members; several alternative members of a single category are to be called to exercise the office in the order of the voting results during the election.
(8) The Supervisory Board shall resolve on:
(a) the election and dismissal of the managing directors and the conclusion, modification, rescission and termination of the employment agreements with the managing directors;
(b) the terms and conditions of the administration in the sense of § 9, Sentence 2 of the Collecting Societies Act;
(c) the tariffs in the terms of §§ 38 to 40 of th...
Supervisory Board. In addition to the rules described in Section 6.2, the following rules apply:
6.3.1.1. Members
6.3.1.1.1. The Supervisory Board shall consist of one representative of each Party (hereinafter Supervisory Board Member). Within the 30 days after signature of this Consortium Agreement, the Parties shall establish the Supervisory Board whose names and contact details have to be communicated in writing to the Coordinator. Each Party shall have the right to replace its representative and/or appoint a proxy, although it shall use reasonable endeavours to maintain the continuity of its representation. The chairperson of the Supervisory Board will inform the other Parties of any such replacement of a representative and/or appointment of a proxy.
6.3.1.1.2. Each Supervisory Board Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Section 6.3.1.2. of this Consortium Agreement.
6.3.1.1.3. The Coordinator shall chair all meetings of the Supervisory Board, unless decided otherwise in a meeting of the Supervisory Board.
6.3.1.1.4. The Parties agree to abide by all decisions of the Supervisory Board. This does not prevent the Parties to submit a dispute to resolution in accordance with the provisions of Settlement of disputes in Section 11.8.
6.3.1.2. Decisions The Supervisory Board shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. The following decisions shall be taken by the Supervisory Board: Content, finances and intellectual property rights Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority Allocation of the Project’s budget in accordance with the Grant Agreement, and reviewing and proposing budget reallocations to the Parties Changes to the Consortium Plan Modifications to Attachment 1 (Background Included) Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2) Appointment of members of the Recruitment Committee and Training Committee Decision of creating ad hoc committee, including mission, decision process and members nomination Support the Coordinator in preparing meetings with the Funding Authority and in preparing related data and deliverables Prepare the content and timing of press releases and joint publications by the consortium or proposed by the Funding Authority in respect of the procedures of the Grant Agreement Article 29...
Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointed, suspended and dismissed by the General Meeting of Shareholders, all in accordance with article 5.3.
5.2 Each Shareholder A and B holding at least 10% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder.
5.3 The right to nominate the chairman of the Supervisory Board will alternate between Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002.
5.4 The Supervisory Board decides by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or represented. In case of a deadlock, the chairman of the Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote
5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement.
5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension of the Supervisory Director nominated by a Shareholder A or B.
5.7 The remuneration for the Supervisory Directors who are not employed by a Shar...
Supervisory Board. There is and has been no failure on the part of the Company or any member of the Company’s supervisory board and management board and officers, in their capacities as such, to comply with any applicable provision of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the listing rules of Nasdaq Stock Market LLC and FSE, including Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act related to loans, except for such noncompliance which is permitted due to requirements of the laws of the Federal Republic of Germany.
Supervisory Board. 7. The Company shall have a Supervisory Board. The Supervisory Board will monitor the general policy and strategy and advise the Management Board.
8. The Supervisory Board shall consist of at least members and will be formed on the Closing Date by [ _ ] (chairman) and [ _ ].
9. The Meeting of Holders of Preferred Shares has the right to appoint one of the members of the Supervisory Board. The other members including the chairman shall be appointed by the General Meeting. The General Meeting shall assess the amount of remuneration.
10. The body that has the right to appoint a member of the Supervisory Board, also has the right to suspend or dismiss the respective member of the Supervisory Board.
11. Notwithstanding the statutory rights of the Supervisory Board, the Management Board shall issue the financial information that is provided to the Participants under Article 5 at the same time to the Supervisory Board.
Supervisory Board. 6.2.1 The Supervisory Board shall consist of twelve (12) members, including its Chairman and Vice-Chairman, at least two-thirds (2/3) of which shall be elected by the General Meeting and, so long as required by law, one-third (1/3) of which shall be elected by the employees of the Company.
6.2.2 So long as the Slovak Party directly or indirectly holds one-third (1/3) or more of the Shares, the Slovak Party shall be entitled to nominate seven (7) candidates for election to the Supervisory Board and to recall each such nominee and propose an alternate nominee in his place, and as long as the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares the Investors shall be entitled to nominate one (1) candidate for election to the Supervisory Board and to recall such nominee and propose an alternate nominee in his place and the Parties shall exercise their voting rights in order to procure the election or recall of each such nominee as the Slovak Party or the Investors, as the case may be, shall request.
6.2.3 So long as the Slovak Party, directly or indirectly holds more than ten per cent (10%) but less than one-third (1/3) of the Shares, the Slovak Party shall be entitled to nominate four (4) candidates for election to the Supervisory Board and to recall each such nominee and propose an alternate nominee in his place, and provided that the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares, the Investors shall be entitled to nominate four (4) candidates for election to the Supervisory Board and to recall each such nominee and propose an a lternate nominee in his place and the Parties shall exercise their voting rights in order to procure the election or recall of such nominees as the Slovak Party or the Investors, as the case may be, shall request.
6.2.4 So long as the Slovak Party directly or indirectly holds at least one-third (1/3) of the Shares and the Investors collectively hold at least forty eight point nine per cent (48.9%) of the Shares, the Chairman of the Supervisory Board shall be a member nominated by the Slovak Party and the Vice-Chairman of the Supervisory Board shall be a member nominated by the Investors.
6.2.5 Resolutions of the Supervisory Board shall be adopted by an affirmative vote of a simple majority of all members of the Supervisory Board.
6.2.6 The Supervisory Board shall be able to pass resolutions if at least seven (7) out of twelve (12) members of the Superv...