|Letter to Shareholders|
Corporate Governance Guidelines
Board of Directors
The Board of Directors, which is elected by the stockholders, is the ultimate decision-making body of the Company except with respect to those matters reserved to the stockholders. It selects the senior management team, which is charged with the conduct of the Company's business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance.
In accordance with the American Stock Exchange corporate governance listing standards, it is the policy of the Company that the Board of Directors consist of a majority of independent directors. The Board of Directors reviews the relationships that each director has with the Company and other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the independence requirements of the American Stock Exchange corporate governance listing standards and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, are considered to be independent directors.
The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating Committee. Each of these Committees is comprised of independent directors.
The Audit Committee has oversight responsibility for quality and integrity of the Company's consolidated financial statements. The Audit Committee meets privately with members of our independent registered public accounting firm, has the sole authority to retain and dismiss the independent registered public accounting firm and reviews their performance and independence from management. The independent registered public accounting firm has unrestricted access and reports directly to the Audit Committee.
The Compensation Committee is responsible for reviewing and approving all compensation arrangements for the Company's senior management team, and is also responsible for administering the Company's stock option plans.
The Nominating Committee is responsible for evaluating and recommending individuals to be nominated for election or re-election to the Board of Directors and its Committees.
Voting for Directors
In an uncontested election for directors, any nominee for director who receives more votes "withheld" from his or her election than votes "for" such election is required to promptly submit his or her resignation to the Nominating Committee.
The Nominating Committee is required to make recommendations to the Board of Directors as to the action to be taken with respect to any such resignation. The Board of Directors is required to take action within a reasonable period of time and to promptly disclose to the public each resignation and related Board decision.