The business and affairs of the company are managed under the direction of the board of directors. The size of the board is currently fixed at nine (9) directors, divided into three groups of directors who serve for staggered three-year terms. The board has been structured in this fashion to provide stability in the composition of the board and to encourage a long-term outlook by the board to allow it to formulate and implement our business plan. One director position currently remains open. Several provisions of the company’s by-laws and the policies adopted by the board are designed to promote effective and independent governance of the company. Under the by-laws, the board is required to present to the shareholders nominees for election as director and to take other corporate actions to cause the composition of the board, and in particular its Audit, Management Compensation, and Nominating and Corporate Governance Committees, to meet all applicable independence requirements. All members of the board are independent except our Chairman and Chief Executive Officer, René Lerer and all members of the board’s committees are independent. Our Management Compensation Committee oversees our management compensation philosophies, policies, programs and practices. Our Audit Committee assists the board of directors in fulfilling its financial oversight responsibility by reviewing the company’s financial statements, and other financial information that is proposed to be provided to our shareholders, the periodic financial reports filed with the SEC, our system of internal controls and the audit process. Our Nominating/Corporate Governance Committee identifies and recommends individuals to the board for nomination as members of the board and reviews and administers corporate governance principles which apply to the company. Our Chairman of the board, Dr. Lerer, currently also serves as our Chief Executive Officer, so he is not considered independent. As a result, the board has appointed Robert LeBlanc as Lead Director to fulfill various leadership functions on behalf of the independent directors, including leading executive sessions of meetings of the independent directors at our board meetings. The board has also adopted corporate governance guidelines which address several issues pertaining to how the board functions.
Number of Meetings and Attendance