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Corporate Governance Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company's corporate governance policies. The Company currently has seven (7) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors. Each of the Directors was elected by the stockholders at the 2008 Annual Meeting of Stockholders held on May 14, 2008. Rodger O. Riney retired effective as of the date of our Annual Meeting, and did not stand for re-election as a member of the Board of Directors. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc. ("Nasdaq") director independence standards, as currently in effect. During 2007, the Company's Board of Directors met twelve (12) times and took action by unanimous written consent on two other occasions. The Company's independent Directors also met at regularly scheduled executive sessions on at least a quarterly basis. William L. Bolster serves as the Company's Lead Director. All members of the Board of Directors attended 100% of its meetings and the meetings of any committees of the Board of Directors of which they were members in 2007. The Company does not have a policy requiring Director attendance at the Company's Annual Meeting of Stockholders. All of our current directors attended the 2008 Annual Meeting of Stockholders. The Company has, as standing committees, a Finance and Audit Committee, a Compensation Committee, a 162(m) Committee, and a Nominating and Corporate Governance Committee. The Finance and Audit Committee operates under a written charter adopted by the Board of Directors. The Finance and Audit Committee is established to assist the Company's Board of Directors oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the relationship with the independent auditor; (3) the Company's internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company's Code of Business Conduct and Ethics. The Finance and Audit Committee also reviews and makes recommendations to the Board regarding: (i) all proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs; and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company. The current members of the Finance and Audit Committee are Messrs. Bolster, Griffith and Lockburner and Ms. Shahon, each of whom is not an officer or employee of the Company. Ms. Shahon became a member of the Finance and Audit Committee as of the date of our 2008 Annual Meeting of Stockholders. The Board of Directors has determined in its business judgment that Messrs. Bolster, Griffith and Lockburner and Ms. Shahon are in compliance with the independence, experience and financial literacy requirements set forth by Nasdaq, The Sarbanes-Oxley Act of 2002 and rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently in effect. The Board of Directors has also determined in its business judgment that Messrs. Griffith and Lockburner are each an "audit committee financial expert" as defined under SEC rules. The SEC provides that an "audit committee financial expert" does not have additional duties, obligations or liabilities and is not considered an expert under the U.S. Securities Act of 1933. The Finance and Audit Committee held thirteen (13) meetings during 2007. The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company's Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The current members of the Compensation Committee are Messrs. Bolster, Milde and Lazarowitz and Ms. Shahon, each of whom is independent within the meaning of Nasdaq's independence standards, as currently in effect. Mr. Lazarowitz replaced Mr. Riney on the Compensation Commitee as of the date of our 2008 Annual Meeting of Stockholders. Mr. Bolster serves as the Chairman of the Compensation Committee. During 2007, the Compensation Committee held thirteen (13) meetings. Effective, May 9, 2007, a 162(m) Committee was formally created with Messrs. Bolster and Lockburner as the members. Prior to May 9, 2007, the functions of this Committee were handled by the 162(m) Sub-Committee of the Compensation Committee. The 162(m) Committee provides assistance to the Board of Directors and the Compensation Committee by setting performance-based compensation criteria for the Company's Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based compensation to such key executives. The 162(m) Committee is also responsible for making stock option and restricted stock grants to such key executives. The 162(m) Committee and the 162(m) Sub-Committee each held one (1) meeting in 2007. The Nominating and Corporate Governance Committee ("NCGC") is governed by a written charter adopted by the Board of Directors. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our Nominating and Corporate Governance charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. Other functions of the NCGC include: (i) recommending Directors to serve on committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company's management. The current members of the NCGC are Messrs. Bolster, Griffith, Lazarowitz, Lockburner and Milde and Ms. Shahon. Each member of our NCGC is independent within the meaning of Nasdaq's independence standards, as currently in effect. The NCGC held one (1) meeting in 2007. [ top ] |
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