Committees Overview

Jump directly to: - Overview - Audit and Finance Committee - Compensation Committee - Governance Committee - Financing and M&A Committee

Overview

The Board's policy is to conduct its specific oversight tasks through committees, with the objective of freeing the Board as a whole to focus on strategic oversight and matters which by law or custom require the attention of the full Board. Our Board has established four standing committees, functioning in the following areas:

• audit and financial reporting,
• management compensation,
• corporate governance, and
• financing and merger & acquisitions.

The Board does not have an executive committee.

Each of the committees operates under a written charter approved by the Board following review by the Governance Committee. Each Board committee is authorized to retain its own outside advisors. Under our Corporate Governance Guidelines, all members of our Audit, Compensation and Governance Committees are required to be independent directors.

Audit and Finance Committee

The Audit and Finance Committee's purpose is to assist the Board in carrying out its oversight responsibilities relating to our financial reporting. In this regard, the committee assists Board oversight of (1) the integrity of our financial statements, (2) compliance with legal and regulatory requirements, (3) the qualifications and independence of our independent auditor, and (4) the performance of our internal audit function and independent auditor. Among other responsibilities, the Audit and Finance Committee has the power to retain or dismiss, and to establish the compensation of, our outside audit firm.

Compensation Committee

The Compensation Committee's purpose is to assist the Board in carrying out its oversight responsibilities relating to compensation matters, to prepare a report on executive compensation for inclusion in our annual proxy statement and to serve as the Board committee authorized to administer and approve awards under our equity and other compensation plans.

Governance Committee

The Governance Committee's purpose is to assist the Board in carrying out its oversight responsibilities relating to corporate governance matters, including in respect of the composition of the Board. As part of its responsibilities, the committee considers and makes recommendations to the full Board with respect to the following matters at least annually:

• Nominees for election to the Board and committees it establishes from time to time and criteria therefore;
• The functions of the Board committees;
• Standards and procedures for review of the Board's performance;
• The Company's Corporate Governance Policies generally, including with respect to director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and education and performance valuation;
• The code of business conduct applicable to our directors, officers and employees; and
• The Governance Committee's performance of its own responsibilities.

Under our by-laws, nominations for director may be made only by the Board or a Board committee, or by a shareholder entitled to vote who delivers notice along with the additional information and materials required by the by-laws to our corporate Secretary not later than 60 days prior to the date set for the meeting. You can obtain a copy of the full text of the bylaw provision noted above by writing to the Corporate Secretary at our executive offices. Our by-laws have also been filed with the SEC.

Financing and M&A Committee

The Financing and M&A Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to financial matters affecting the company, including in respect of mergers, acquisitions, divestitures and financings.