SUPERVISORY BOARD AND MANAGEMENT BOARD Sample Clauses

SUPERVISORY BOARD AND MANAGEMENT BOARD. 4.1 The Supervisory Board will consist of 6 (six) Supervisory Directors, who will be appointed by a shareholders' vote at the General Meeting. As provided in the Articles, the Supervisory Directors will be appointed by a shareholders' vote taken at a General Meeting from a binding nomination of UPC as long as UPC holds the special rights share ("PRIORITEITSAANDEEL"). UPC hereby agrees to nominate and vote in favour of the candidate nominated by the Shareholders Representative (the "SHAREHOLDERS REPRESENTATIVE NOMINEE") as Supervisory Director. The other five Supervisory Directors shall be nominated and appointed at the discretion of UPC and the General Meeting. Without prejudice to article 4.2 hereof, UPC shall exercise its nomination and voting rights in such a manner that the Shareholders Representative Nominee shall remain a Supervisory Director until the later of December 31, 2001 and the date 6 (six) months after the consummation of the IPO (for purposes of this Agreement, the consummation of the IPO will be deemed to occur on the date upon which public trading in shares in the Company will commence on the relevant stock exchange). Effective as of such date, the Shareholders will cooperate with the removal of the Shareholders Representative Nominee as a Supervisory Director. The foregoing is without prejudice to the right of a shareholders' vote taken at a General Meeting to dismiss the Shareholders Representative Nominee effective as of such date. 4.2 If in a shareholders' vote taken at a General Meeting the Shareholders Representative Nominee is deemed to no longer function in the manner he should reasonably be expected to function as a Supervisory Director of a Dutch company such as the Company, the shareholders of the Company may dismiss the Shareholders Representative Nominee as a Supervisory Director. In such case, the Shareholders Representative may designate another Shareholders Representative Nominee as a replacement Supervisory Director. Such replacement will be effected as soon as practicable after such designation is made. The provisions of this article 4 will MUTATIS MUTANDIS also apply with respect to any such replacement Supervisory Director. 4.3 The Management Board will consist of such number of Managing Directors as the shareholders of the Company may from time to time determine. As provided in the Articles, the Managing Directors will be appointed by a shareholders' vote taken at a General Meeting from a binding nomination of UPC as...
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SUPERVISORY BOARD AND MANAGEMENT BOARD 
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Related to SUPERVISORY BOARD AND MANAGEMENT BOARD

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.

  • Consultative Committee (a) To assist in creating a stable and co-operative environment for the project, a consultative committee has been established which shall operate in accordance with its charter. It is not the objective of parties to this clause that the committee would over-ride the function and responsibilities of management or unions.

  • 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.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Board’s interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Member’s instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.