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