Corporate Governance
  Guidelines
  Board of Directors
  Management
  Committees Overview
  Audit Committee
    - Members
    - Responsibilities
  Compensation Committee
    - Members
    - Responsibilities
  Governance Committee
    - Members
    - Responsibilities
  Finance Committee
    - Members
    - Responsibilities
  Code of Conduct
  Code of Ethics for Financial Operation
  Internal Control
 


Corporate Governance

Our business is managed by our senior management under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law. They are summarized in this section.



Corporate Governance Highlights

Board Independence
  • Currently one of Ariel Way's two Board members are independent. Independent members do not have any material relationship with the Company outside of their board service and do not receive any direct or indirect benefit from the Company outside of their director's fee. We are currently recruiting a fourth independent member of the Board to ensure that a majority of the members of the Board are independent members.

    Board Committee Independence
  • The Board has established four different independent Committees: Audit and Finance Committee, Compensation Committee, Governance Committee; and Financing and M&A Committee;
  • All members of Ariel Way's Audit and Finance, Compensation and Governance Committees are required to be independent. In addition, the Chairpersons of the Audit and Finance, and Compensation Committees are required to be financial experts with applicable experience from other companies.

    Board Activity
  • Ariel Way's Board became constitutional in October 2004 and met one time during 2004;
  • Average director attendance was 100% in 2004, with no director attending less than 100% of the Board and Committee meetings.

    Auditor Independence
  • The company's independent auditors, Bagell Josephs & Company, LLC, report directly to the audit committee.


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