authority to advance or loan money to, subscribe to equity capital in, guarantee obligations of, and accept deposits from affiliated companies,.authority to maintain an inventory of Corporation stock in the Treasury,.authority to make foreign exchange transactions,.authority to open and maintain brokerage accounts,.authority to open and maintain bank accounts,.authority to execute documents on behalf of the Corporation,.the Board notes that it, or a Board Committee, has heretofore delegated the following specific standing powers to one or more officers of the Corporation and reserves to itself or such Board Committee power to alter any such delegation: adoption of such policies and the taking of such other actions as the Board deems to be in the best interests of the Corporation andī.authorization of political contributions and political action committees, except as delegated to officers of the Corporation as described in B.11 below,.review of overall policies and objectives for corporate contributions, and approval of contributions budget (annually),.adoption of any new major employee benefit plans and programs and approval of any major amendment of an existing major employee benefit plan or program (e.g., Pension Plan and Savings Plan) which might involve substantial cost to the Corporation or significantly alter the scope, nature or degree of benefits,.review of summary financial and operating results (quarterly),.
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registration and listing of securities and appointment of transfer agents and registrars,.issuance and acquisition of long-term debt or shares of stock, and the fixing of the consideration for treasury shares to be disposed of by the Corporation, except as delegated to the Treasurer as described in B.7 below,.appointment of independent auditors by the Audit Committee, subject to shareholder ratification and receiving of auditors' reports,.approval of the Annual Report and proxy statement,.submission to shareholders of any action that requires shareholder approval,.setting the date, time and place of shareholder meetings,.establishment of divisions of the Corporation and appointment of the presidents thereof,.election of officers of the Corporation, designation of the chief executive officer of the Corporation and authorization to any officer of the Corporation to appoint assistant officers,.establishment of committees of the Board and appointment of committee members,.
filling vacancies on the Board, designation of nominees for election to the Board by the shareholders, and removing directors from the Board for cause including for any material failure to follow the Standards of Business Conduct, the Corporate Governance Guidelines, or any other obligation owed by directors to the Corporation.the Board reserves the following functions to itself (and, to the extent delegated thereto, to its Committees): "RESOLVED, That, in light of the provisions of New Jersey law that the management of the business and affairs of the Corporation be managed by or under the direction of the Board of Directors and the provisions of Article IV of the By-Laws, as amended, dealing with the management responsibilities of the officers of the Corporation:Ī. Powers and Functions Reserved to the Board (Updated as of May 25, 2022) Powers of the Board (November 2015–April 2018) Willis Towers Watson plc (January 2016–November 2017) (May 2019–March 2022) Nikola Corporation (September 2019–February 2022) Twenty-First Century Fox, Inc. Past public company directorships: The AES Corporation (January 2018–March 2021) AppHarvest, Inc. (June 2020–Present) Fertiglobe Plc (November 2021 to present) He also served in various positions including Portfolio Manager and Research Analyst at Fidelity Investments from 1987 to 1995.Ĭurrent public company directorships: Enviva Inc. He was a Managing Partner of Blum Capital Partners L.P. from 2000 to 2020 and as Chief Investment Officer from 2000 to 2017. He also founded and served as Chief Executive Officer of ValueAct Capital Management, L.P. Ubben is Founder, Portfolio Manager and Managing Partner since 2020. Principal occupation: Founder, Portfolio Manager, and Managing Partner, Inclusive Capital Partners, L.P.īusiness experience: At Inclusive Capital Partners, L.
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