The Board generally has at least four scheduled meetings a year at which it reviews and discusses the Company’s plans and prospects, current issues facing the Company and management’s reports on the Company’s performance. One of these meetings will be scheduled in conjunction with the Company’s annual meeting of stockholders. Committee meetings are normally held in conjunction with Board meetings.
The Board Chairman and Committee Chairs are responsible for conducting meetings and informal consultations in a fashion that encourages informed, meaningful, and probing deliberations. Presentations at Board meetings are concise and focused, and they include adequate time for discussion and decision-making.
The Board strongly encourages directors to attend, in person, all regularly scheduled meetings of the Board and Committees on which they serve. The decisions by the Board and its Committees are recorded in the minutes of their meetings. All Board members are welcome to attend any Committee meeting.
The Board has a variety of specific powers and duties, some of which may be delegated to the Committees, including:
(i) Providing general strategic guidance and oversight to the Company’s management;
(ii) Reviewing, approving and monitoring major corporate actions and strategies;
(iii) Evaluating major risks facing the Company and overseeing that appropriate risk management and control procedures are in place;
(iv) Selecting and evaluating the CEO and Chairman of the Board and providing oversight to management succession planning;
(v) Providing counsel and oversight on the selection and evaluation of senior management;
(vi) Determining that procedures are in place designed to promote integrity and candor in the audit of the Company’s financial statements and operations, and in all financial reporting and disclosure;
(vii) Recommending director candidates for election by stockholders;
(viii) Determining that procedures are in place to promote compliance with laws and regulations and setting an ethical “tone at the top”; and
(ix) Designing and assessing the effectiveness of its own governance practices and procedures.
The culture of the Board is such that the Board can operate swiftly and effectively in making key decisions when facing major challenges. The Board is informed, proactive, and vigilant in its oversight of the Company and protection of stockholder assets. Board and Committee meetings are conducted in an environment of trust, open dialogue, mutual respect, and constructive commentary. Directors are expected to attend Board meetings and meetings of Committees on which they serve in person or by conference telephone. Directors are also expected to review all materials distributed prior to a meeting and to spend sufficient time preparing for each meeting in order to properly discharge their responsibilities.