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. Director Qualification Standards
- selecting, evaluating and approving the compensation of the officers of the Company and planning for senior management succession;
- reviewing, approving and monitoring significant corporate actions and strategic plans;
- reviewing assessments of, and measures to address and mitigate, significant risks and issues facing the Company;
- 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;
- director orientation and continuing education; and
- annual performance evaluation of the Board, whereby the Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
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.