governance overview
The Company has established a comprehensive corporate governance plan for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. As part of its annual review process, the Board of Directors monitors developments in the area of corporate governance. Listed below are some of the key elements of the Company's corporate governance plan.
Independence of Directors
£ª Two of the Company's five current directors (as of June 2004) are independent.
£ª Non-management directors are scheduled to meet separately in executive session after every regularly scheduled Board of Directors meeting.
£ª The Company has a lead independent director, Mr. Andrew Intrater.
Audit Committee
£ª All members meet the independence standards for audit committee membership under the applicable SEC rules.
£ª One member of the Audit Committee, Mr. Andrew Intrater, qualifies as an "audit committee financial expert," as defined in the SEC rules, and the remaining members of the Audit Committee satisfy the NYSE's financial literacy requirements.
£ª The Audit Committee operates under a written charter that governs its duties and responsibilities, including its sole authority to appoint, review, evaluate and replace the Company's independent auditors.
£ª The Audit Committee has adopted policies and procedures governing the pre-approval of all audit, audit-related, tax and other services provided by the Company's independent auditors.
Compensation/Nominating/Governance Committee
£ª All members meet the independence standards for compensation and nominating committee membership.
£ª The Compensation/Nominating/Governance Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for executive compensation.
Corporate Governance Principles
£ª The Company has adopted Corporate Governance Principles, including qualification and independence standards for directors.
Communication with Directors
£ª The Audit Committee has established a process for confidential and anonymous submissions by employees of the Company, as well as submissions by other interested parties, regarding questionable accounting or auditing matters.
£ª Additionally, the Board of Directors has established a process for stockholders to communicate with the Board of Directors, as a whole, or any non-management director.
Codes of Business Conduct and Ethics
£ª The Company has adopted a Code of Ethical Conduct for Financial Managers that applies to the Company's Chief Executive Officer, Chief Financial Officer, Controller and other key financial managers.
£ª The Company has operated under an omnibus Statement of Business Principles that applies to all directors, officers and employees and includes provisions ranging from restrictions on gifts to conflicts of interests. All employees are required to affirm in writing their acceptance of these principles.
Personal Loans to Executive Officers and Directors
£ª The Company complies with and will operate in a manner consistent with the recently-enacted legislation outlawing extensions of credit in the form of a personal loan to or for its directors or executive officers ." |
