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Company Overview  Message from our CEO Company History Board & Management Corporate Governance Our Philosophy
Corporate Governance Guidelines...
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Board Mission and Responsibilities
Mission Statement
The Company’s primary objective is to maximize stockholder value, while adhering to the laws of the jurisdictions within which it operates and observing the highest ethical standards.
Corporate Authority & Responsibility
All corporate authority resides in the Board of Directors as the representative of the stockholders. The Board delegates authority to management to pursue the Company’s mission. Management, not the Board, is responsible for managing the Company. The Board retains responsibility to recommend candidates to the stockholders for elections to the Board of Directors. The Board retains responsibility for selection, evaluation and termination of the Chief Executive Officer (the “CEO”), oversight of succession plans, determination of senior management compensation, approval of the annual budget and capital allocation policy, and oversight of systems, procedures and controls. The Board also advises management with respect to strategic plans.
Board structure...
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Board Composition
Independent Directors shall constitute a substantial majority of the Board.
Number of Directors
The Board shall have an objective to maintain its size at no fewer than two and no more than six directors.
Committees
The standing Board committees shall be the Audit Committee, the Management Development and Compensation Committee, and the Nominating and Governance Committee. All standing committees shall be made up of Independent Directors. Committees shall receive authority exclusively through delegation from the Board. The Board must ratify all committee actions unless taken pursuant to an express delegation of authority. A Director may attend any Board committee meeting. The Board shall have responsibility for determining the qualifications of committee members, including whether any member of the Audit Committee is an “Audit Committee Financial Expert.” The Board shall appoint a Chairperson of each Committee who will serve until his or her successor is appointed. The Board intends to rotate the Committee Chairpersons and members periodically.
Directors...
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Nominees for Election to the Board
The Nominating and Governance Committee shall recommend nominees to the full Board for annual elections of directors.
Retirement
Directors shall submit their resignation due to retirement effective at the annual meeting of stockholders immediately following their 72nd birthday.
Changes in Professional Responsibility
The Board should consider whether a change in an individual’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill directorship obligations. To facilitate the Board’s consideration, (i) the CEO and other employee directors shall submit a resignation as a matter of course upon retirement, resignation, or other significant change in professional roles, and (ii) all Independent Directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities.
Director Compensation
The compensation of directors shall be reviewed annually by the Nominating and Governance Committee, which shall make recommendations to the full Board. The Board's philosophy is that a substantial portion of director compensation shall be equity-based.
Board Operations...
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Board Meetings
The Chairman of the Board shall preside at all meetings of the Board. In the absence of the Chairman of the Board, the Chairman of the Nominating & Governance Committee will preside at all meetings of the Board and act as Chairman.
Board Agenda
Each director shall have the right to make recommendations for items to be placed on the Board agenda. The Chairman shall set the agenda for each Board meeting, taking into account input and suggestions from members of the Board and senior management.
Strategic Planning
The Board shall hold an annual strategic planning session. The timing and agenda for this meeting is to be suggested by the CEO.
Independent Advice
The Board and its Committees may seek legal or other expert advice from a source independent of management at the expense of the Company. Generally this would be with the knowledge of the CEO.
With regard to investigations approved by resolution of the Board and in which the Board believes there may be a potential conflict of interest, the Board shall select independent outside counsel, accountants and other advisors it determines are independent of the Company and management, and the cost of such advisors will be paid by the Company.
Access to Top Management
Board members are free to contact members of senior management and are encouraged to coordinate their contacts with the CEO, COO, Chief Accountant, Legal Adviser or Company Secretary.
Mailing Board Meeting Materials
Directors should receive materials for regular Board meetings at least three calendar days before the meeting. It is recommended that directors receive three calendar days notice of Special Board Meetings. Materials for Special Board Meetings shall be distributed as promptly as practicable.
Management Succession
The Board shall coordinate with the CEO to ensure that a successor for emergencies is designated at all times and that a formalized process governs long-term management development and succession.; The CEO shall report to the Board annually about development of senior management personnel and succession plans.
Media Relations
Management speaks for the Company.
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