Some researchers have complained that companies “have appointed independent directors who are excessively sympathetic to management, while they remain technically independent according to regulatory definitions.” [7] According to the Conference Board, “except for the removal of a business. There`s really no penalty” from the stock exchanges or the SEC because they don`t have enough independent directors. [4] CONSIDERING that the company strives to attract and retain competent and qualified persons as directors of the company`s board of directors (the “board”); and “for the purposes of this clause, `independent directors` means directors who, with the exception of the remuneration of the director, have no other substantial financial relationship or transaction with the company, its promoters, management or subsidiaries that, in the opinion of the board of directors, may impair the independence of the judgment of the directors.” [5] The company has made available to the Director a summary of the provisions of its corporate by-laws and documents relating to directors` compensation (the “Indemnification Provisions”). 15. Global Agreement. Except as otherwise provided, this Agreement sets forth the entire agreement of the Parties with respect to their subject matter and supersedes all agreements, promises, agreements, communications, assurances or warranties, whether oral or written, by an officer, employee or representative of any part of this Agreement with respect to such matter. One complaint against independence rules is that CEOs can find loopholes to influence directors. While the NYSE has a $1 million limit on business transactions between directors and the company, this does not involve nonprofit contributions. Two critics of management`s influence on boards note that “a director who is a senior executive or employee of a nonprofit can still be considered independent, even if the firm on who who who serves the director contributes more than US$1 million to that organization.” [8] Nasdaq`s rules state that an independent director may not be an officer or employee of the company, its subsidiaries or any other person having a relationship that, in the opinion of the company`s board of directors, would interfere with the exercise of independent judgment in the exercise of a director`s responsibilities.

[4] (a) Director function.