Corporate Governance

Corporate Governance

The business and affairs of the company are managed under the direction of the board of directors, pursuant to the company’s bylaws, corporate governance guidelines, codes of conduct and ethics, committee charters and other policies listed below. All of the directors are subject to annual election. The company has separated the roles of chair and CEO, and our board is led by an independent chair. We have determined that each member of our board, other than our CEO, is an “independent director” per the NASDAQ board independence standards.  Additional independence requirements under NASDAQ and SEC rules apply to the composition of the Audit Committee and the Management Compensation Committee, and all of the members of each such committee meet these requirements.

 
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. 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, including the selection, engagement, compensation and discharge of the independent auditors, subject to any required Board approval. 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 healthcare laws, 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