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Corporate Governance - Highlights

Corporate Governance Overview
We consider it of the utmost importance to ensure investor confidence in our company. To that end, we are providing stockholders with information on our corporate governance policies. These policies provide a framework for the appropriate actions within our company that are consistent with our stockholders' interest and the requirements of the law.

We are also committed to diligently exercising our responsibilities throughout the company to manage our operations in a manner consistent with the highest principles of business ethics, exceeding the compulsory corporate governance requirements. The measures we have undertaken to execute this commitment include:

  • A majority of our Board members are independent of the Company and its management;
  • The Audit Committee of our Board oversees the accounting and financial reporting processes and audits of our financial statements. The responsibilities of our Audit Committee are described in the Audit Committee Charter adopted by our Board ;
  • All members of the Audit and Compensation Committees meet applicable tests for independence from management;
  • Our independent registered public accounting firm, Burr, Pilger & Mayer, Inc., reports directly to the Audit Committee;
  • The independent members of the Board meet periodically without the presence of management;
  • All transactions between the Company and any related party are reviewed and must be approved by the Audit Committee;
  • We have established a Code of Business Conduct and Ethics, which mandates that decisions and assessments affecting the Company be made by individuals who do not have a personal financial interest that is distinct from the Company's interest in the matter; and
  • We have established a telephone hotline where anyone may report any suspected impropriety or illegality directly to the Chairman of the Audit Committee. The hotline number is listed in the Company's Code of Business Conduct and Ethics.
We would like to reiterate our commitment and responsibilities to our stockholders, first and foremost. We strive to provide complete, fair, accurate and understandable information at all times to ensure that our stockholders have fair access to such information. We have the highest confidence in our financial reporting, underlying system of internal controls and our people, who are responsible and operate under the highest level of ethical standards. The confidence our stockholders have placed in our company is a responsibility we take very seriously.

Committee Charters
Audit Committee
Compensation Committee
 
Governance Documents
Download Corporate Governance Documentation Code of Business Conduct and Ethics for Employees, Executive Officers and Directors
Download Corporate Governance Documentation Corporate Governance Guidelines