Corporate Governance

Corporate Governance

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 ten (10) directors but will be reduced to nine (9) directors effective as of the closing of the 2020 annual meeting of stockholders.  Our board was previously divided into three classes of directors, only one class of which was subject to election every year.  Following the approval of our declassification proposal in 2017, we implemented a declassification plan, and all of the directors are subject to annual election for the first time in 2020.

 

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 and Management Compensation Committees to meet all applicable independence requirements.  The listing standards of the NASDAQ Global Market require the company’s board to be comprised of a majority of independent directors.  Additional independence requirements under NASDAQ and SEC rules apply to the composition of the Audit and Management Compensation Committees, all of which are met by the members of those committees.  Our board also has a Nominating/Corporate Governance Committee to identify and recommend individuals to the board for nomination as members of the board and to review corporate governance principles which apply to the company.

 

In July 2019 we separated the role of our chief executive officer from the role of our chairman, when Steven Shulman was elected chairman.  Mr. Shulman is considered independent from management.  Under our by-laws, if our chief executive officer also serves as our chairman, we are required to appoint a lead director to fulfill various leadership functions on behalf of our non-employee directors.  Since our chairman and chief executive officer positions are now held by different persons and our chairman is considered independent, we currently do not have a lead director.  The board has also adopted corporate governance guidelines which address several issues pertaining to how the board functions.

 

The board of directors has established an Audit Committee, a Management Compensation Committee, a Nominating/Corporate Governance Committee and a Compliance and Quality Assurance Committee, each of which is comprised solely of independent directors. 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 to be provided to our shareholders, the periodic financial reports filed with the SEC, our system of internal controls and the audit process. Our Management Compensation Committee oversees our management compensation philosophies, policies, programs and practices. Our Nominating/Corporate Governance Committee identifies and recommends individuals to the board for nomination as members of the board and reviews corporate governance principles which apply to the company. Our Compliance and Quality Assurance Committee oversees the company’s policies, procedures and practices designed to ensure compliance with the company’s Code of Conduct and quality plans, as well as its compliance with applicable law, regulations and accreditation standards.

 

Governance Documents

Title Documents

Communications with Directors and Management

Corporate Bylaws

Corporate Governance Guidelines

Policy for Selecting Nominees for Election as Directors

Related Person Transaction Policy

Ethics Documents

Title Documents

Code of Conduct

Director Code of Ethics

Officer Code of Ethics

Committee Charters

Title Documents

Audit Committee Charter

Management Compensation Committee Charter

Nominating and Governance Committee