Corporate Governance
Code of Business Conduct and Ethics
We are committed to maintaining the highest standards of honest and ethical business conduct, including ensuring full, fair, accurate, timely and understandable disclosures in our public documents and reports, compliance with applicable laws, prompt internal reporting of violations of these standards and accountability for adherence to these standards. This Code reflects the business practices and principles of behavior that support this commitment.
Audit Committee Charter
The Audit Committee, consisting of three or more directors who are deemed independent in accordance with the listing standards of the Nasdaq Stock Market ("Nasdaq"), assist the Board of Directors in the exercise of its fiduciary responsibility of providing oversight of: (a) the integrity of the Company’s financial statements and financial reporting processes, internal accounting and financial controls, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence and (d) the performance of the Company’s independent auditor.
Compensation Committee Charter
The Compensation Committee, consisting of three or more directors who are deemed independent in accordance with the listing standards of Nasdaq, is to (a) discharge the responsibilities of the Board of Directors relating to compensation of the Company’s CEO and other executives as determined by the committee, and (b) to produce and annual report on executive compensation for inclusion in the Company’s annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission.
Nominating and Corporate Governance Committee Charter
The Nominating and Corporate Governance Committee, consisting of directors all of whom are independent in accordance with the listing requirements of Nasdaq, is responsible for considering and making recommendations to the Board concerning the appropriate size, functions and needs of the Board.