We currently have an audit committee, a compensation committee and a nominating and corporate governance committee with the composition and responsibilities described below. The members of each committee are appointed by the board of directors and serve until their successor is elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.
Our Audit Committee is responsible for, among other things:
- selecting the independent auditor;
- pre-approving all audit engagement fees and terms, as well as audit and permitted non-audit services to be provided by the independent auditor;
- at least annually, obtaining and reviewing a report of the independent auditors describing the audit firm’s internal quality-control procedures and any material issues raised by its most recent review of internal quality controls;
- at least annually evaluating the qualifications, performance and independence of the independent auditors, including the lead audit partners;
- discussing the scope of the audit and any problems or difficulties;
- reviewing and discussing the annual audited and quarterly unaudited financial statements and "Item 2. Financial Information—Management’s Discussion and Analysis of Financial Conditions and Results of Operations" with management and the independent auditor;
- discussing types of information to be disclosed in earnings press releases and provided to analysts and rating agencies;
- discussing policies governing the process by which risk assessment and risk management are to be undertaken;
- discussing the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
- discussing with management and the independent auditor the adequacy and effectiveness of the Company’s ethics and compliance program;
- reviewing internal audit activities and qualifications of the internal audit function;
- establishing and overseeing procedures for receipt, retention and treatment of complaints received by us regarding accounting, auditing or internal controls and the submission of anonymous employee concerns regarding accounting and auditing;
- discussing with our general counsel any material government investigations, litigation or legal matters that could reasonably be expected to have a material impact on business or financial statements;
- approving related party transactions above a certain threshold;
- reviewing and approving the Company’s decisions to enter into certain swaps and security-based swaps;
- annually reviewing and reassessing the Audit Committee’s performance; and
- preparing the report required by the SEC to be included in our annual report on Form 10-K or our proxy or information statement.
The Audit Committee has authority under its charter to obtain advice and assistance from outside legal counsel, accounting or other outside advisors as deemed appropriate to perform its duties and responsibilities.
The Compensation Committee is responsible for:
- reviewing and evaluating individual performance of each of the Company’s senior officers who are, as determined from time to time by our board of directors, subject to the provisions of Section 16 of the Exchange Act (the "Senior Executives"), and setting their compensation based on that evaluation;
- reviewing the individual goals and objectives of, and evaluating the performance of, the CEO, and setting the CEO’s compensation based on that evaluation;
- approving, and when required by law or regulation making recommendations to the board of directors regarding, the adoption of equity-based plans and incentive compensation plans in which the CEO and the Senior Executives, may participate, and administering our existing equity-based and incentive compensation plans;
- making recommendations to the board of directors regarding compensation of the non-employee board members and its committee members;
- approving severance plans for Senior Executives;
- developing succession plans for the Senior Executives and other key members of the Company’s senior management team;
- monitoring the Company’s human capital management, including, among other things, management depth and strength assessment, leadership development, diversity and inclusion and the results of the Company’s employee surveys;
- administering the Company’s clawback policy;
- monitoring management’s engagement with stockholders and proxy advisory firms on executive compensation matters;
- annually reviewing the Compensation Committee charter and recommending any proposed changes to the Nominating and Corporate Governance Committee of our board of directors;
- reviewing and discussing with management the compensation discussion and analysis to be included in our filings with the SEC and preparing an annual compensation committee report for inclusion in our annual report on Form 10-K or proxy statement; and
- overseeing any other such matters as the board of directors shall deem appropriate from time to time.
The Compensation Committee has authority under its charter to access such internal and external resources, including retaining legal, financial or other advisors, as the Compensation Committee deems necessary or appropriate to fulfill its responsibilities.
The Nominating and Corporate Governance Committee is responsible for:
- evaluating the performance, size and composition of the full board of directors to determine the qualifications and areas of expertise needed to further enhance the composition of the board of directors and working with management in attracting candidates with those qualifications;
- developing and recommending to the board of directors criteria for the selection of new directors;
- identifying individuals qualified to become directors and reviewing the qualifications of prospective nominees, including nominees recommended by stockholders;
- recommending to the board of directors the slate of nominees for inclusion in the Company’s proxy statement and presentation to the Company’s stockholders at each annual meeting
- recommending qualified individuals to serve as committee members and chairs on the various board committees and recommending to the full board of directors, as appropriate, changes in number, function or composition of committees;
- reviewing the performance of any board member eligible to stand for re-election at our annual meeting, if any, as well as other criteria prescribed by Company policies;
- establishing procedures, subject to the board of directors’ approval, for the annual performance self-evaluation process of our board of directors;
- developing and overseeing a Company orientation program for new directors and an education program for all directors and periodically reviewing such programs and updating them as necessary;
- monitoring, with the assistance of our general counsel, current developments in the regulation and practice of corporate governance; and
- periodically reviewing our corporate governance guidelines once adopted and providing recommendations to the board of directors regarding possible changes.
The Nominating and Corporate Governance Committee has sole authority under its charter to retain and terminate, at the Company’s expense, any search firm or advisor to be used to identify director candidates and has sole authority to approve the search firm’s or advisor’s fees and other retention terms.