Corporate Governance Principles

  • Board Issues
  • Committe Issues
  • Duties & Responsibilities
  • Other Principles
  • Board Issues

    A. Membership:

    1. Size of Board.

    The Board’s optimum size shall be two directors.

    B. Conduct:

    1. Board Meetings.

    a. Selection of Agenda Items and Executive Sessions .

    The non-executive Chairman and the Chief Executive Officer should jointly establish the agenda for Board meetings. The non-management Directors of the Board will meet in executive session during the Board’s regularly scheduled meetings without any management Directors and any other members of the Company’s management who may otherwise be present; at least two of such executive sessions will include only independent Directors. The Board’s non-executive Chairman will preside at the executive sessions.

    b. Distribution of Materials .

    The Company shall distribute, sufficiently in advance of meetings to permit meaningful review, written materials for use at Board meetings.

    c. Attendance of Non-Directors .

    The Board believes that attendance of key executive officers augments the meeting process.

    d. Number of Meetings; Attendance and Preparation.

    The Board of Directors shall hold a minimum of five meetings per year. Directors are expected to attend all meetings and to have, prior to the meetings, reviewed all written meeting materials distributed to them in advance. Directors are expected to be physically present at all meetings. Conference telephone, video conference, or similar communication equipment attendance at a meeting will generally only be permitted if it is necessary to constitute a quorum.

    2. Conflicts of Interest.

    Directors are expected to avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. The Company annually solicits information from Directors in order to monitor potential conflicts of interest and Directors are expected to be mindful of their fiduciary obligations to the Company.

    Committe Issues

    Duties & Responsibilities

    Other Principles

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