Our Board has three standing committees: an Audit & Compliance Committee, a Compensation Committee and a Nominating & Governance Committee. Each committee is comprised entirely of independent directors, as currently required under the SEC’s rules and regulations and NASDAQ listing standards. Each committee is governed by a written charter approved by the Board. These charters form an integral part of our corporate governance policies, and a copy of each charter is available by clicking the committee names in the table below. The table provides the composition of each standing committee of our Board.
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
|Audit & Compliance Committee Charter||Compensation Committee Charter||Nominating & Governance Committee Charter|
|Francesco Bianchi||Audit & Compliance Committee Charter||Compensation Committee Charter|
|Stacy Enxing Seng||Compensation Committee Charter|
|William Kozy||Nominating & Governance Committee Charter|
|Hugh Morrison||Audit & Compliance Committee Charter||Nominating & Governance Committee Charter|
|Alfred J. Novak||Audit & Compliance Committee Charter||Compensation Committee Charter|
|Sharon O'Kane||Nominating & Governance Committee Charter|
|Arthur L. Rosenthal||Compensation Committee Charter|
|Andrea L. Saia||Audit & Compliance Committee Charter|
Audit & Compliance Committee
The Audit & Compliance Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. Under its charter, the Audit & Compliance Committee’s key responsibilities include:
- Provide strategic oversight to the Company’s Global Compliance Program and provide on-going assessment of the effectiveness of the Company’s efforts in the arena of business ethics;
- Reviewing our consolidated financial statements and internal controls with management and the independent auditors;
- Monitoring actions we take to comply with our internal accounting and control policies as well as external financial, legal and regulatory requirements;
- Monitoring our internal audit functions;
- Reviewing the qualifications and independence of the independent registered public accounting firm (“independent auditors”) engaged for the purpose of auditing our consolidated financial statements and issuing an audit report for inclusion in appropriate regulatory filings;
- Selecting, subject to required shareholder approvals, our independent auditors and evaluating their performance; and
- Reviewing and approving our investment policy, including any investment guidelines with regard to maturity, liquidity, risk and diversification, and any modification thereto, reviewing our foreign currency strategy, including the use of hedging instruments, and advising the Board with respect to the Company’s key investment objectives and strategies, and the appointment, compensation and oversight of our independent auditors, including pre-approval of all services and the evaluation of their performance.
The Audit & Compliance Committee meets at least quarterly with management, internal auditors and the independent auditors in separate executive sessions to discuss any matter that any of these groups believe should be discussed privately. Pursuant to its charter, the committee has the authority, at the Company’s expense, to retain professional advisors, including legal, accounting or other consultants, to advise it in connection with the exercise of its powers and responsibilities. The committee is also responsible for engaging and providing for appropriate compensation of the independent auditors.
The Board has determined that each Audit & Compliance Committee member satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines. The Board has determined that each Audit & Compliance Committee member is financially literate and that Mr. Morrison qualifies as an “audit committee financial expert” within the meaning of the SEC’s rules and regulations.
The Compensation Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. The committee establishes the salary and incentive compensation of our executive officers and administers our stock plans. Under its charter, the committee is primarily responsible for:
- Reviewing, evaluating and approving all agreements, plans, policies and programs to compensate our officers and to recommend the same for our directors;
- Reviewing, evaluating and approving equity and equity derivative awards to our officers, employees and others, as permitted by our equity award plans;
- Reviewing and discussing with management the Compensation Discussion and Analysis to be included in appropriate regulatory filings and determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in such filings;
- Endorsing and recommending to the Board for its approval an annual Remuneration Report to be included in the Company’s United Kingdom Annual Report; and
- Producing a report of the Compensation Committee for inclusion in appropriate United States regulatory filings, in accordance with applicable rules and regulations.
The Compensation Committee has the sole authority to retain and terminate a compensation consultant to assist with its responsibilities, as well as the sole authority to approve the consultant’s fees, which are then paid by the Company (within any budgetary constraints imposed by the Board). Our officers do not discuss compensation matters with the Compensation Committee’s consultant, except as needed to respond to questions from the consultant. The Compensation Committee’s consultant does not provide services for the company or any of our officers. Beginning on October 19, 2015, the Compensation Committee has engaged the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”), an experienced compensation consulting firm, to advise the committee on executive compensation matters. The Board has determined that each Compensation Committee member satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines.
Nominating & Governance Committee
The Nominating & Governance Committee is comprised entirely of independent directors and is governed by a Board-approved charter stating its responsibilities. Under the terms of its charter, the committee develops and recommends corporate governance principles and policies to our Board and administers the process for identifying candidates for membership on the Board. This includes developing criteria for Board and committee memberships and recommending and recruiting director candidates.
The Nominating & Corporate Governance Committee is, primarily, responsible for:
- Assisting the Board to identify and recommend potential Board Members
- Advising the Board about the appropriate composition of the Board and its committees
- Advising the Board about and recommending to the Board appropriate corporate governance practices
- Leading the Board in its annual review of the performance of the Board and its committees
The Nominating & Governance Committee, or the full Board as the case may be, evaluates the independence and other standards applicable to service on the Board and its committees, including whether each Audit & Compliance Committee member is financially literate and an “audit committee financial expert” within the meaning of SEC Regulation S-K, Item 407(d)(5)(ii), and makes recommendations to the Board regarding director independence. The committee also evaluates and recommends changes as appropriate to Board and committee size, composition and chairmanship and committee structure and administers the process for regular Board and committee self-evaluations. Finally, the committee prepares and recommends the Board’s CEO succession planning policies and reviews succession planning activities. The Board has determined that each of the Nominating & Governance Committee members satisfies the standards of independence required by the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Guidelines.