Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections m if applicable and , Rule 16b-3 under the Exchange Act if applicable , applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.
Stockholder Approval has the meaning set forth in Section 4. Requisite Stockholder Approval means the stockholder approval contemplated by Nasdaq Listing Standard Rule d with respect to the issuance of shares of Common Stock upon conversion of this Note in excess of the limitations imposed by such rule; provided, however, that the Requisite Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of The Nasdaq Capital Market, such stockholder approval is no longer required for the Company to settle all conversions of this Note by delivering shares of Common Stock without limitation pursuant to Section 8 K ii.
Company Stockholder Approval has the meaning set forth in Section 3. Parent Stockholder Approval has the meaning set forth in Section 4. Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market or any successor entity from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of The two entities have an effective working relationship, with the Board regularly reviewing the allocation of responsibilities.
The EDC by-law regulates the proceedings of the Board and establishes matters for which the Board has reserved authority. The Board Charter elaborates on roles and responsibilities, in terms of Board stewardship, and provides additional detail on Board proceedings.
Additionally, Directors receive agendas and materials for, and are welcome to attend, any committees of which they are not members, with the exception of the Nominating and Corporate Governance Committee, where membership and participation is reserved for the Chair and Vice-Chair of the Board and the Chairs of the Board committees. In , the Board continued to monitor and facilitate effective communication between EDC and its key stakeholders, including its shareholder, the Government of Canada.
This was followed by a similar engagement with the Deputy Minister for International Trade and, following the federal election, a discussion with the newly appointed Minister for Small Business, Export Promotion and International Trade.
The Board was kept informed of outreach activities that help EDC obtain stakeholder input and feedback, including an annual roundtable known as the Industry Stakeholder Panel, which features the participation of numerous industry organizations, as well as representatives of the Government of Canada. At formal and informal Board events, experts from various fields were invited to provide their insight and have discussions with the Board.
Additionally, the Board conducts regular outreach during its out-of-town meetings in order to interact with local EDC customers, EDC partners, government officials and other key stakeholders in these communities.
The Board met with indigenous exporters during a out-of-town meeting in Vancouver and with women-led exporters during a Montreal meeting. As part of its responsibilities, the Board evaluates the performance of the President, Senior Vice-Presidents and other designated positions on an annual basis. The Human Resources Committee also reviews performance and compensation of senior management and certain other positions on an annual basis.
In addition, the Board oversees senior management succession. The succession plan, as developed by management and approved by the Human Resources Committee, is a factor in senior appointments. The Board received regular reports from the Audit Committee in The Board regularly reviews the mandates and terms of reference for each of these committees. Following the review conducted in , certain changes will be implemented in and discussed in the next annual report.
The focus areas for each committee in are described below. The Audit Committee approves and monitors important capital and administrative expenditures, reviews the implications of new accounting policies, and reviews internal and external audit results.
The Committee approves quarterly financial statements for public release. The Committee, chaired by Robert McLeese, held six regular meetings and one special meeting in The Committee, chaired by Pierre Matuszewski, held six regular meetings in For the purpose of this Section 8. Major Shareholders Means a person who has an interest or interests in one or more. Company Shareholders means holders of Company Shares. Selling Shareholder has the meaning set forth in Section 3. Transferring Shareholder has the meaning set out in Section 6.
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