| Audit Committee |
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| Our audit committee consists of Messrs. David White and Harry Genant. Mr. White, who has accounting and financial management expertise, is the audit committee financial expert as defined in Item 401(h) of Regulation S-K under the Securities Act. Messrs. White and Genant satisfy the “independence” requirements of the Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act. Our audit committee consists solely of independent directors within one year of our initial public offering. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things: |
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appointing our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors |
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reviewing with our independent auditors any audit problems or difficulties and management’s response |
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reviewing and approving all proposed related-party transactions |
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reviewing and discussing the annual audited financial statements with management and our independent auditors |
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reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies |
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annually reviewing and reassessing our audit committee charter |
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such other matters that are specifically delegated to our audit committee by our board of directors from time to time |
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meeting separately and periodically with management and our independent auditors; and |
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reporting regularly to the board of directors |
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| Compensation Committee |
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| Our compensation committee consists of Messrs. David White and Harry Genant. Messrs. White and Genant satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act. Our compensation committee assists the board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things: |
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determining the compensation package for our executive officers |
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reviewing and making recommendations to the board with respect to the compensation of our directors |
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reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals and objectives, and setting the compensation level of our chief executive officer based on this evaluation; and |
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reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. |
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| Corporate Governance and Nominating Committee |
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| Our corporate governance and nominating committee consists of Messrs. David White and Harry Genant. Messrs. White and Genant satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act. The corporate governance and nominating committee assists the board of directors in identifying individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things: |
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identifying and recommending to the board nominees for election or re-election to the board, or for appointment to fill any vacancy |
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reviewing annually with the board the current composition of the board in light of the characteristics of independence, qualification, experience and availability of service to us |
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identifying and recommending to the board the directors to serve as members of the board’s committees |
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developing and recommending to the board a set of corporate governance guidelines and principles applicable to us; and |
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monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
