The overarching responsibility of the directors is to direct the management of the business and affairs of the Company by exercising their business judgment in good faith and acting in what they reasonably believe to be in the best long-term interests of the Company and its shareholders and other constituencies. Directors are expected to review Board meeting materials in advance, to attend Board meetings regularly and to attend the Company’s annual meeting of shareholders. The Board is also responsible for performing certain specific functions, including:
  1. selecting, evaluating and approving the compensation of the officers of the Company and planning for senior management succession;
  2. reviewing, approving and monitoring significant corporate actions and strategic plans;
  3. reviewing assessments of, and measures to address and mitigate, significant risks and issues facing the Company;
  4. ensuring that processes are in place to protect the integrity of the Company, including its compliance with law and the Company’s corporate governance policies;
  5. director orientation and continuing education; and
  6. annual performance evaluation of the Board, whereby the Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
1. Director Qualification Standards
The Nominating and Corporate Governance Committee establishes criteria for selecting new members of the Board. The Board as a whole should reflect a range of skills, knowledge and experience in areas of importance to the Company. Directors must be committed to upholding the highest standards of personal and professional integrity and to representing the interests of all shareholders, not particular shareholder constituencies. The Nominating and Corporate Governance Committee places no specific restrictions on the number of terms directors may serve or other boards on which a director may sit, but directors must possess sufficient time and energy to carry out their duties effectively. A majority of directors must be “independent” under the listing standards of the NASDAQ Stock Market. No director will qualify as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In determining whether a director is independent, the Board will broadly consider all relevant facts and circumstances.

2. Board Committees
At all times, the Board will have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee shall be composed solely of directors who meet the standards of independence established by the NASDAQ Stock Market for service on the respective committee. The key responsibilities of these committees are set forth in their respective charters. The Board may, from time to time, establish or maintain such additional committees that it determines to be appropriate.

3. Director Access to Management and Independent Advisors
Directors shall have full access to management and employees of the Company. The Board and its committees are authorized to consult with such independent advisors as they deem appropriate.

4. Director Compensation
The Compensation Committee will review and make recommendations to the Board with respect to the compensation of directors. In general, compensation will consist of a combination of equity to align the interests of the directors with the long-term interests of the shareholders and cash to compensate the directors for their service.

5. Ethical Conduct
Directors, as well as officers and employees, are expected to act ethically and adhere to the policies set forth in the Company’s Code of Business Conduct and Ethics.

6. Communications with Directors
Shareholders and other interested parties may communicate with the Board by writing to the Chairman of the Nominating and Corporate Governance Committee at the Company’s address. The Chairman of the Nominating and Corporate Governance Committee shall forward such communications to all Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman of the Nominating and Corporate Governance Committee, with the assistance of the Corporate Secretary, deems appropriate for consideration by the full Board.
ENGlobal Corporation has a Code of Business Conduct and Ethics applicable to all directors and employees of the Corporation. The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. The Corporate Code of Ethics is available below. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies as detailed in the attached PDF document
Excerpted from the Company's Proxy Statement filed December 2013

The Board has adopted a policy requiring that all transactions between ENGlobal and its officers, directors, principal shareholders and their affiliates be on terms no less favorable to the Company than could be obtained from unrelated third parties and that any such transactions be approved by a majority of the disinterested members of the Board. Pursuant to such policy, the Company’s Audit Committee is responsible for the review and assessment of all related party transactions.
Excerpted from the Company's Proxy Statement filed May 2016
The principal objectives of our director compensation programs are to: (i) compensate for time spent on the Company’s behalf, (ii) ensure similar compensation standards at companies of comparable size, industry and complexity, and (iii) align the compensation programs with long-term value to the Company’s shareholders. We attempt to accomplish these objectives in an economical manner through a combination of reasonable director retainer fees and equity incentive grants to the directors.

Retainer Fees

Beginning in the 2015-2016 service year, our non-employee directors, Messrs. Gent, Hale and Roussel, received an annual cash retainer of $30,000 as compensation for their service to the Company and are also eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board and Committee meetings. Mr. Hale received an additional $4,000 for his service as Audit Committee Chairman.
The Board considers the director compensation programs to be in conformity with industry standards and to be reasonable by comparison to directors’ compensation at the comparable companies that we used for our evaluation of executive compensation.

Restricted Stock Grants

Under the Plan, non-employee directors are eligible to receive equity grants. On June 19, 2014, in recognition of the services provided by its Board for the 2014-2015 service term, each non-employee director received 14,577 restricted shares of the Company’s common stock, valued at $50,000 based on the fair market value of the shares on the date of grant, or $3.43 per share. One quarter of the shares vested on September 30, 2014, one quarter vested on December 31, 2014, one quarter vested on March 31, 2014, and the remaining 25% of the shares will vest on the earlier of the Company’s 2015 Annual Meeting of Shareholders or June 30, 2015.

The Board considers the director compensation programs to be in conformity with industry standards and to be reasonable by comparison to directors’ compensation at the comparable companies that we used for our evaluation of executive compensation.

Mr. Palma will not receive any compensation from the Company for his service as a director, but will be eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board and Committee meetings.