The Board will have a majority of directors who meet the criteria for independence required by the listing requirements of the national securities exchange or over the counter market upon which the Company’s common stock is then listed. The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include members’ qualification as independent, as well as consideration of other skills and characteristics that the Nominating and Governance Committee deems appropriate, in the context of the needs of the Board. Nominees for directorship will be selected by the Nominating and Governance Committee in accordance with the policies and principles in its charter. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Nominating and Governance Committee and the Chairman of the Board.
The Board believes that individual directors whose responsibilities significantly change while on the Board should volunteer to resign from the Board. The Board does not believe that such persons should necessarily leave the Board. There should, however, be an opportunity for the Board through the Nominating and Governance Committee to review the continued appropriateness of Board membership under the circumstances.
Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a director. Directors should advise the Chairman of the Board and the Chairman of the Nominating and Governance Committee in advance of accepting an invitation to serve on another board, whether the entity is a private, public or non-profit.
The Board does not believe it should establish term limits. Such limits may lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and therefore provide an increasing contribution to the Board.
No director may be nominated to a new term if he or she would be over age 73 at the time of the election, provided, however, this limitation may be waived by the Board if the Board feels to do so would be in the interests of the Company.
The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the interests of the Company and its stockholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. The Board selects the senior management team, which is responsible for the day-to-day conduct of the Company’s business.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, although the Board recognizes that this will not always be consistent with the timing of transactions and the operations of the business, and that in certain cases it may not be possible. Directors should review any materials distributed in advance of the meeting. The proceedings and deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information about the Company which he or she receives as a director.
Directors are prominent individuals with substantial business activities outside of the Company. As a result, to avoid conflicts of interest, Directors are expected to disclose to the Chairman of the Nominating and Governance Committee and the Chief Legal Officer any personal or professional interest that they may have in a transaction or business decision upon which the Board passes, and to recuse themselves from participation in any decision in which there is a conflict between their personal or professional interests and the Company’s interests.
The Chairman of the Board will be selected by the Board. The Board may select the Chief Executive Officer as Chairman if that seems best for the Company at a given point in time.
The Chairman and the Chief Executive Officer will establish the agenda for each Board meeting. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
The Board will review the Company’s long-term strategic plans during at least one Board meeting each year.
The non-management directors will periodically meet in executive session as a part of regularly scheduled Board meetings. The director who presides at these meetings shall be the Chairman, if not part of management, otherwise the non-management directors shall elect a non-management director to chair the executive session.
The Board believes that the management speaks for the Company. Communications about the Company with the press media and other constituencies should be made by management. Individual Board members may, from time to time, at the request of the Chief Executive Officer, meet or otherwise communicate with various constituencies that are involved with the Company.
The Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. All the members of these committees will be independent directors under the criteria established by the listing requirements of the national securities exchange or over the counter market upon which the Company’s common stock is then listed. The Board may from time to time establish additional committees as necessary or appropriate such as the Classified Business and Security Committee and the Strategic Planning Committee. Committee members will be appointed by the Board upon recommendation of the Nominating and Governance Committee. The Board believes that consideration should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy.
Each committee other than ad hoc pricing or other committees of limited duration will have its own charter. The charters will set forth the committee’s purposes as well as qualifications for committee membership.
The Chairman of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The Chairman of each committee, in consultation with the appropriate members of the committee and management, will develop the committee’s agenda.
The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance.
Directors have full, free and appropriate access to officers and employees of the Company and its subsidiaries. The director will use his or her judgment to ensure that any such contact is not disruptive to the business operations of the Company or its subsidiaries and will, to the extent not inappropriate, coordinate any such contact with the Chief Executive Officer.
The Board welcomes regular attendance at each Board meeting of senior officers of the Company. If the CEO wishes to have additional Company personnel attendees on a regular basis, this suggestion should be brought to the Board for approval.
The Compensation Committee will conduct an annual review of director compensation, and will make recommendations to the Board, for the Board’s approval, as appropriate. The Board believes that director compensation should consist of an appropriate mix of cash and stock. If the Chairman of the Board of Directors is a non-executive of the Company, the Compensation Committee shall determine his or her compensation, if any.
The Company will conduct an orientation program for new directors as soon as practical following the meeting at which the new director is elected. This orientation will include presentations by senior management to familiarize new directors with the Company’s strategic plans, financial reporting, its principal officers, its auditing processes, and such other topics as the Board and/or the Chief Executive Officer feel are appropriate. All other directors are also invited to attend the orientation program.
The Company has a policy that requires senior management confine their trading in the Company’s securities to certain periods of time, or “windows”. Prior to the opening of a special window, or the irregular closing of a window, the Chief Legal Officer shall consult with the Chairman of the Nominating and Governance Committee, and in his or her absence, the Chairman of the Audit Committee, relative to the opening or closing of the window.
The Board of Directors shall be responsible for evaluating the performance of the Chief Executive Officer. The Compensation Committee shall be responsible for reviewing and approving the Chief Executive Officer’s goals and objectives, evaluating the Chief Executive Officer’s performance in light of these corporate objectives, and formulating and presenting to the independent members of the Board of Directors for their determination a recommendation for the Chief Executive Officer’s compensation levels consistent with Company philosophy.
The Nominating and Governance Committee shall ensure that the Chief Executive Officer makes an annual report to the Board on the Company’s program for succession and management development. As part of this annual report, the Chief Executive Officer should make available his or her recommendations and evaluations of potential successors.
The Board of Directors, during the first quarter of each calendar year, will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Chairman of the Nominating and Governance Committee will receive comments from all directors and report to the Board with an assessment of the Board’s performance.