Item 8.01 Other Events Nasdaq Listing
On
Committees of the Board
The board of directors of the Company (the "Board") has the authority to appoint
committees to perform certain management and administrative functions. On
Audit Committee
The Audit Committee oversees the integrity of the Company's accounting and financial reporting process and the audits of its financial statements. The Audit Committee is directly responsible for, among other matters:
- the selection, compensation, retention, and oversight of the Company's
independent registered public accounting firm;
- reviewing the Company's independent registered public accounting firm's
continuing independence;
- approving the fees and other compensation to be paid to the Company's
independent registered public accounting firm;
- pre-approving all audit and non-audit related services provided by the
Company's independent registered public accounting firm;
- reviewing and discussing with management and the Company's independent
registered public accounting firm the results of the quarterly and annual
financial statements;
- reviewing and discussing with management and the Company's independent
registered public accounting firm the Company's selection, application, and
disclosure of its critical accounting policies;
- discussing with the Company's independent registered public accounting firm,
both privately and with management, the adequacy of the Company's accounting
and financial reporting processes and systems of internal control;
- reviewing any significant deficiencies and material weaknesses in the design or
operation over internal control over financial reporting; and
- annually reviewing and evaluating the composition and performance of the Audit
Committee, including the adequacy of the Audit Committee's charter.
The Audit Committee shall have the authority, in its sole discretion, to select, employ, and retain the advice of experts and professionals as the Audit Committee shall deem appropriate from time to time to assist with the execution of its duties and responsibilities as set forth in its charter.
The current members of the Audit Committee are: (i)
2 Compensation Committee
The Compensation Committee evaluates, recommends, and approves policy relating to compensation and benefits of the Company's officers and employees. The Compensation Committee is directly responsible for, among other matters:
- annually reviewing and approving corporate goals and objectives relevant to the
compensation of the Company's Chief Executive Officer and other executive
officers;
- evaluating the performance of these officers in light of those goals and
objectives, and setting the compensation of these officers based on such
evaluations;
- administering and interpreting the Company's cash and equity-based compensation
plans;
- annually reviewing and making recommendations to the Board with respect to all
cash and equity-based incentive compensation plans and arrangements; and
- annually reviewing and evaluating the composition and performance of the
Compensation Committee, including the adequacy of the Compensation Committee's
charter.
The Compensation Committee shall have the authority, in its sole discretion, to select, employ, and retain the advice of experts and professionals as the Compensation Committee shall deem appropriate from time to time to assist with the execution of its duties and responsibilities as set forth in its charter. The Compensation Committee consists of entirely "independent directors" (as defined below), and no executive officers have a role in determining or recommending the amount or form of executive and director compensation.
The current members of the Compensation Committee are: (i)
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- identifying, evaluating, and nominating candidates for appointment or election
as members of the Board;
- developing, recommending, and evaluating a corporate governance guideline
applicable to all of the Company's employees, officers, and directors; and
- annually reviewing and evaluating the composition and performance of the
and Governance Committee's charter.
The current members of the
Availability of Corporate Governance Information
The Board has adopted respective charters for the Company's Audit Committee,
Compensation Committee, and
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