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Corporate Governance |
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Board Committees
Our board of directors has established four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the M&A Committee.
Audit Committee. The Audit Committee oversees our company's accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal controls and disclosure controls and procedures, compliance with legal and regulatory requirements, our internal audit function and the selection, compensation and evaluation of our independent registered public accounting firm. The members of our Audit Committee are Lothar Maier, James A. Prestridge and Harvey A. Wagner. Mr. Wagner is the chairperson of this committee. Read the charter of our Audit Committee through the following link:
Audit Committee Charter
Compensation Committee. The Compensation Committee oversees our company's compensation and benefit plans, policies and programs, determines the compensation of our executive officers and executive chairman of the board of directors, and administers our equity and benefit plans. In addition, the Compensation Committee makes recommendations to the board of directors regarding appropriate compensation of our non-employee directors. The members of our Compensation Committee are Dr. Homa Bahrami, Lothar Maier and James A. Prestridge. Mr. Prestridge is the chairperson of this committee. Read the charter of our Compensation Committee through the following link:
Compensation Committee Charter
Governance Committee. The Governance Committee oversees our company’s corporate governance practices, and our process for identifying, evaluating and recommending for nomination by our board of directors individuals for service on our board and its committees. In addition, the Governance Committee assesses the composition and performance of our board and our board committees. The members of the Governance Committee are Dr. Homa Bahrami, Dr. Thomas J. Campbell and Harvey A. Wagner. Dr. Bahrami is the chairperson of this committee. Read the charter of our Governance Committee through the following link:
Governance Committee Charter
M&A Committee. The M&A Committee oversees the review and assessment of potential acquisitions, strategic investments, divestitures and joint ventures by our company. The members of the M&A Committee are G. Carl Everett, Jr., Lothar Maier and James A. Prestridge. Mr. Everett is the chairperson of this committee. Read the charter of our M&A Committee through the following link:
M&A Committee Charter
Corporate Codes
We have adopted a Statement of Corporate Code of Business Conduct that applies to our directors, officers and employees, and a Statement of Financial Code of Ethics that applies to our chief executive officer, chief financial officer and the employees in our finance department. Our directors, officers and employees are also subject to our Statement of Policy Regarding Insider Trading and our Statement of Policy Regarding Related Person Transactions. We provide training to our employees regarding our codes and various company policies, which all employees are required to complete. In addition, we have adopted a Statement of Policy Regarding Corporate Code Violations (Complaints and Concerns and Whistleblowers) that is designed to ensure that all of our directors, officers and employees observe high standards of personal and business ethics consistent with the Code of Business Conduct, the Code of Ethics and our other company policies, and to provide a forum to which our directors, officers and employees may report violations or suspected violations of our company policies without fear of harassment, retaliation or adverse employment consequences. In addition, we have adopted Corporate Governance Guidelines, which identify various corporate policies and practices we have implemented. Read our company policies and governance guidelines through the following links.
Corporate Governance Guidelines
Statement of Corporate Code of Business Conduct
Statement of Financial Code of Ethics
Statement of Policy Regarding Insider Trading
Statement of Policy Regarding Related Person Transactions
Statement of Policy Regarding Corporate Code Violations (Complaints, Concerns and Whistleblowers)
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