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PRECEDENTS
This Agreement is made on [insert day and month] 20[year] Parties 1 [insert name of company] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Company); and 2 [insert name of the nominated adviser] a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Nomad). Recitals (A) [The Company is seeking admission to trading on AIM of the whole of its ordinary share capital OR The whole of the ordinary share capital of the Company is admitted to trading on AIM]. (B) The Nomad has agreed, on the terms and conditions set out in this Agreement, to act as Nominated Adviser [and [exclusive] Broker] to the Company (as such role[s] [is OR are] defined by the AIM Rules for Companies published by the London Stock Exchange). 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: [Admission • means the admission of the Ordinary Shares in issue [and to be issued pursuant to the Placing] to trading on AIM becoming effective in accordance with
GLOSSARY
One of the AIM application documents that must be submitted to the stock-exchange'>London Stock Exchange by a company applying to be admitted to trading on AIM, at least three business days before the expected date of admission. The nominated adviser’s declaration is a form of declaration containing various confirmations by the nomad to the London Stock Exchange in relation to the applicant company and can be found in the Nomad Rules and on the London Stock Exchange’s website.
GLOSSARY
A court nominated to take evidence pursuant to a request by a foreign court.
GLOSSARY
(1) In the case of a money purchase arrangement other than a cash balance arrangement, such date as the individual or scheme administrator nominates; or (2) in the case of any other arrangement, such date as the scheme administrator nominates.
GLOSSARY
A sub-contractor selected by the employer with whom the contractor is obliged to place an order. The contractor is not responsible for delays or design defects caused by such sub-contractors.
GLOSSARY
See: Expression of wish.
GLOSSARY
A committee which should lead the process for board appointments and make recommendations to the board. A majority of members of the nomination committee should be independent non-executive directors. The chair or an independent non-executive director should oversee the committee, but the chair should not oversee the nomination committee when it is dealing with the appointment of a successor to the chair. The nomination committee should make available its terms of reference, explaining its role and the authority delegated to it by the board (see para 63 of the 2018 FRC Guidance on Board Effectiveness).
CHECKLISTS
This Checklist summarises the UK Corporate Governance Code requirements relating to the composition of the nomination committee of quoted companies together with best practice guidelines of major institutional investor representative bodies. Source Recommendation Reference UK Corporate Governance Code (UKCG Code) A majority of members of the nomination committee should be independent non-executive directors. The company chair should not chair the nomination committee when it is dealing with the appointment of their successor. 2018 UKCG Code, Provision 172024 UKCG Code, Provision 17 Institutional Shareholder Services Inc (ISS) A majority of the nomination committee should be independent non-executive directors. At least half of the members of the nomination committee should be independent.For companies listed on AIM, and for other quoted companies which are not a member of the FTSE 350, FTSE SmallCap or FTSE Fledgling indices, at least half the members of the nomination committee should be independent.For companies required to report against the FCA Listing Rules on a comply or explain basis, ISS may consider recommending against the chair of the nomination committee if
PRECEDENTS
I, [insert name] wish to nominate [insert name of nominee] as an employee representative[ for the [insert name of constituency] constituency] at the [insert name of office or site]. I am employed at the above [office OR site] and confirm the person nominated by me is in the same constituency as I
GLOSSARY
The authorised individual who must submit a report to the court addressing the viability of the debtor's/company's proposal for a voluntary arrangement and its prospects of being approved by creditors.
GLOSSARY
From 6 April 2015, nominees are individuals, other than dependants, who have been nominated by a member to receive benefits on the member’s death. A nominee cannot be a corporate entity, trust, charity or other organisation (subject to the proviso below).
GLOSSARY
Also referred to as an representative'>appointed representative, a director that has been appointed by a shareholder'>significant shareholder or other stakeholder to represent the interests of that appointor on the board, or otherwise represents the interests of a third party. The existence of nominee directors is essentially contrary to the fiduciary duties of acting in the best interests of the company, and the duty not to fetter one’s discretion, and, more formally, contrary to a number of the general duties under CA 2006, Pt 10, most obviously the duty to exercise independent judgment, and to avoid situations that may conflict with the interest of the company. Nevertheless, many shareholders’ agreements make provision for such representatives, particularly in the context of joint ventures.