The board of directors is responsible for the following corporate governance policies of the Company. Management believes these initiatives comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder. In addition, management believes the Company's corporate governance initiatives comply with the rules of the Nasdaq Stock Market. The board of directors will continue to evaluate, and improve upon as appropriate, the corporate governance principles and policies.
- Principles of Corporate Governance
- Guidelines for Public Disclosures & Communications with the Investor Community
- Insider Trading Policy
- Audit Committee Procedures for Handling Reports of Potential Misconduct
Additionally, the board of directors has adopted codes of business conduct and ethics that apply to all our directors, officers and employees. The codes address various topics, including:
- Compliance with Laws, Rules and Regulations
- Employment Practices
- Conflicts of Interest
- Business Entertainment & Gifts
- Payments to Government Personnel
The Company has established an audit committee, a compensation committee and a nominating and corporate governance committee. Management believes that the composition of these committees meet the criteria for independence under, and the functioning of these committees comply with the requirements of, the Sarbanes-Oxley Act, the rules of the Nasdaq Stock Market (including applicable phase-in provision) and applicable SEC rules and regulations.
The Company intends to comply with the requirements of the Nasdaq Stock Market with respect to committee composition of independent directors as they become applicable to the Company. Each committee has the composition and responsibilities described below.
The audit committee provides assistance to the board of directors in fulfilling its oversight responsibilities regarding the integrity of financial statements, compliance with applicable legal and regulatory requirements, the integrity of financial reporting processes including its systems of internal accounting and financial controls, the performance of internal audit function and independent auditor and financial policy matters by approving the services performed by independent accountants and reviewing their reports regarding accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of independent accountants and takes those actions as it deems necessary to satisfy itself that the accountants are independent of management.
The compensation committee oversees overall compensation structure, policies and programs, and assesses whether the Company's compensation structure establishes appropriate incentives for officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, sets the compensation of these officers based on such evaluations and reviews and recommends to the board of directors any employment-related agreements, any proposed severance arrangements or change in control or similar agreements with these officers. The compensation committee also grants stock options and other awards under stock plans. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members and the adequacy of the charter of the compensation committee.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee will be responsible for developing and recommending to the board of directors criteria for identifying and evaluating candidates for directorships and making recommendations to the board of directors regarding candidates for election or reelection to the board of directors at each annual stockholders' meeting. In addition, the nominating and corporate governance committee will be responsible for overseeing corporate governance guidelines and reporting and making recommendations to the board of directors concerning corporate governance matters. The nominating and corporate governance committee will be also responsible for making recommendations to the board of directors concerning the structure, composition and function of the board of directors and its committees.