Crown Merger and Acquisition Committee Charter (Green Paper)
PurposeThe purpose of the Merger and Acquisition Committee (the "Committee") of the Board of Directors (the "Board") of the United Races Racial Government. (the "Company") is to review and approve certain investment, merger, acquisition, and divestiture transactions proposed by the Company's management.
MembershipNumber. The Committee will consist of at least seven (7) members of the Board, one member at least of which will be an independent, non-employee member. The members of the Committee will be appointed by and serve at the discretion of the Board.
Removal. The entire Committee or any individual director on the Committee may be removed with or without cause by the affirmative vote of a majority of the Board.
Chairman. The Board may designate a Chairman of the Committee (the "Chairman"). In the absence of such designation, the Committee may designate the Chairman by majority vote of the Committee. Form time to time the Chairman may establish such other rules as are necessary and proper for the conduct of the business of the Committee.
Interim Member. Any member of the Committee may abstain from voting on any investment, merger, acquisition or divestiture transaction in which he or she has, or may have, a conflict of interest. In such event, the Board or the Committee members who are not so conflicted, may appoint an interim member of the Committee for purposes of considering and/or approving such transaction, such interim member to serve only for such purpose.
AuthorityGeneral. The Committee will have and may exercise the power and authority to review, authorise and approve investments, mergers, acquisitions and divestitures by the Company valued in an amount not to exceed, for any particular investment, merger, acquisition or divestiture, the amount authorised and directed by resolution of the Board from time to time. In carrying out its authority, the Committee (a) shall have all such other rights and powers as may lawfully be delegated by the Board, and (b) may exercise such rights and powers, and perform such activities, as is consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board deems necessary or appropriate.
Delegation of Authority. The Committee may create a subcommittee of the Committee consisting of six (6) or more directors on the Committee. The Committee may delegate any of its duties and responsibilities to such subcommittee, to six (6) or more directors of the Board or to other persons, unless otherwise prohibited by applicable laws or listing standards. The Committee may terminate any such subcommittee and revoke any such delegation at any time.
MeetingsThe Committee will convene periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the Committee shall constitute a quorum of all Committee meetings. All meetings shall be held subject to and in accordance with the United Race Racial Democractic System and The Holy Book of Racial Government. Minutes shall be kept of each meeting of the Committee.
The Holy Book of Racial Government