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Charles N Wyble 2025-03-04 14:30:40 -06:00
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commit 93804410f3

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@ -1992,29 +1992,47 @@ g. Intellectual property related to Company identity and administration.
### Section 7.3 - Company Committee
1. Composition:
- The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors
- All Company Committee members must meet the Independent Director criteria defined in Article 2
- Members shall be elected by a majority vote of all series members
1. **Composition**:
2. Powers and Duties:
- Direct oversight of the Company and its series
- Approval of new series establishment
- Enforcement of service provider requirements
- Monitoring compliance with this Agreement
- Regular reporting to the TSYS Group Board
- Coordinate with other Board committees regarding:
- Audit and financial matters
- Risk management
- Compliance and ethics
- Technology oversight
- Operational matters
- Other areas as defined in committee charters
a. The Company Committee shall consist of no fewer than three (3) and no more than seven (7) independent directors;
b. All Company Committee members must meet the Independent Director criteria defined in Article 2; and
c. Members shall be elected by a majority vote of all series members.
3. Term and Election:
- Directors shall serve two-year staggered terms
- Elections shall be held annually for expiring positions
- No director may serve more than three consecutive terms
2. **Powers and Duties**:
a. Direct oversight of the Company and its series;
b. Approval of new series establishment;
c. Enforcement of service provider requirements;
d. Monitoring compliance with this Agreement;
e. Regular reporting to the TSYS Group Board; and
f. Coordinate with other Board committees regarding:
i. Audit and financial matters;
ii. Risk management;
iii. Compliance and ethics;
iv. Technology oversight;
v. Operational matters; and
vi. Other areas as defined in committee charters.
3. **Term and Election**:
a. Directors shall serve two-year staggered terms;
b. Elections shall be held annually for expiring positions; and
c. No director may serve more than three consecutive terms.
### Section 7.4 - Director Independence
@ -2102,13 +2120,22 @@ b. Directors shall:
* Provide requested documentation
* Maintain accurate records of all relationships
### Section 7.5- Independence Violations
### Section 7.5 - Independence Violations
1. Any violation of independence requirements results in immediate removal from the Company Committee.
2. Series members may challenge a director's independence through written notice to the TSYS Group Board.
2. Series members may challenge a directors independence through written notice to the TSYS Group Board.
3. The TSYS Group Board, through its Compliance Committee, shall:
a. Investigate independence challenges within five (5) business days of receipt;
b. Issue written findings within 30 days;
c. Maintain all investigation materials in the electronic records system; and
d. Implement any required remedial actions within 15 days of findings.
3. The TSYS Group Board, through its Compliance Committee, shall investigate independence challenges and issue written findings within 30 days.
### Section 7.6 - Committee Meetings