- ANALYST COVERAGE
- ANALYST ESTIMATES
- ANALYST PRESENTATIONS
- ANNUAL REPORT
- CORPORATE GOVERNANCE
- BOARD OF DIRECTORS
- CODE OF CONDUCT
- COMMITTEE COMPOSITION
- GOVERNANCE GUIDELINES
- INSIDER TRANSACTIONS
- PRESS RELEASES
- EDUCATION
- REQUEST E-MAIL ALERTS
- PROXY/ANNUAL MEETING
- SEC FILINGS
- SHAREHOLDER INFORMATION
- STOCK INFORMATION
- WEBCASTS
Corporate Governance
Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company’s corporate governance policies.
The Company currently has eight (8) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors. Each of the Directors was elected by the stockholders at the 2010 Annual Meeting of Stockholders held on May 12, 2010. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The NASDAQ Stock Market LLC ("NASDAQ") director independence standards, as currently in effect.
During 2009, the Company's Board of Directors met nine (9) times and took action by unanimous written consent on two (2) other occasions. The Company’s independent Directors also met at regularly scheduled executive sessions on at least a quarterly basis. William L. Bolster serves as the Company’s Lead Director. All members of the Board of Directors attended at least 75% of its meetings and the meetings of any committees of the Board of Directors of which they were members in 2009. Although the Company does not have a formal policy requiring Director attendance at the Company's Annual Meeting of Stockholders, all of our current directors attended the 2009 Annual Meeting of Stockholders.
The Company has, as standing committees, a Finance and Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and throughout 2009 and until March 22, 2010, a 162(m) Committee.
The Finance and Audit Committee operates under a written charter adopted by the Board of Directors, which was most recently amended April 6, 2010. The Finance and Audit Committee is established to assist the Company’s Board of Directors oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the qualification of, and relationship with, the independent registered public accounting firm; (3) the Company’s internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company’s Code of Business Conduct and Ethics. The Finance and Audit Committee also reviews and makes recommendations to the Board regarding (i) all proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company.
Effective July 8, 2010, Mr. Lewis replaced Ms. Shahon as a member of the Finance and Audit Committee. The current members of the Finance and Audit Committee are Messrs. Bolster, Griffith, Lewis and Lockburner, each of whom is not an officer or employee of the Company. Mr. Lockburner serves as the Chairman of the Finance and Audit Committee. The Board of Directors has determined in its business judgment that each member is in compliance with the independence, experience and financial literacy requirements set forth by NASDAQ, The Sarbanes-Oxley Act of 2002 and rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently in effect. The Board of Directors has also determined in its business judgment that Messrs. Griffith and Lockburner are each an “audit committee financial expert” as defined under SEC rules. The SEC provides that an “audit committee financial expert” does not have additional duties, obligations, or liabilities and is not considered an expert under the U.S. Securities Act of 1933. The Finance and Audit Committee held twelve (12) meetings during 2009 and took action by unanimous written consent on two (2) other occasions.
The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company’s Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preparation of a compensation discussion and analysis. Effective July 8, 2010, Mr. Quick was appointed to the Compensation Committee and Ms. Shahon replaced Mr. Bolster as the Chair. The current members of the Compensation Committee are Messrs. Bolster, Milde and Quick and Ms. Shahon, each of whom is independent within the meaning of NASDAQ’s independence standards, as currently in effect. Ms. Shahon serves as the Chairwoman of the Compensation Committee. During 2009, the Compensation Committee held nine (9) meetings and took action by unanimous written consent on one (1) other occasion.
Throughout 2009 and until March 22, 2010, the Company also had a separate 162(m) Committee of which Messrs. Bolster and Lockburner, each of whom were an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, were members. On March 22, 2010, the Board dissolved the 162(m) Committee (which occurred after the certification of the results of the performance criteria for 2009 in January 2010) and the Compensation Committee assumed these duties following such date of dissolution, as each member is considered and “outside director”. The 162(m) Committee provided assistance to the Board of Directors and the Compensation Committee in 2009 by setting performance-based compensation criteria for the Company’s Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based compensation to such key executives. The 162(m) Committee also was responsible for making stock option, restricted stock and restricted stock unit grants to such key executives. The 162(m) Committee held two (2) meetings in 2009 and took action by unanimous written consent on one (1) other occasion.
The Nominating and Corporate Governance Committee (“NCGC”) is governed by a written charter adopted by the Board of Directors. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our Nominating and Corporate Governance charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. In connection with the identification and recommendation of nominees, the NCGC reviews the requisite skills of Board members, as well as the composition of the Board as a whole. As stated in the Company’s Corporate Governance Guidelines, this assessment includes a consideration of independence and diversity of age, professional experience (including skills and industry background), gender, ethnic background and country of citizenship, as well as ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Other functions of the NCGC include: (i) recommending the size of, and Directors to serve on, committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company’s management. The current members of the NCGC are Messrs. Bolster, Griffith, Lewis, Lockburner, Milde and Quick and Ms. Shahon. Each member of our NCGC is independent within the meaning of NASDAQ’s independence standards, as currently in effect. The NCGC held two (2) meetings in 2009 and took action by unanimous written consent on one (1) other occasion.
On May 25, 2010, the Company transferred its listing of common stock to the New York Stock Exchange ("NYSE") and cross-listed its common stock on the Professional Segment of the Paris market of NYSE Euronext. In connection with meeting the listing requirements of NYSE, the Company revised, effective May 25, 2010, the written charters of the Finance and Audit, Compensation, and Nominating and Corporate Governance Committees, along with the Company's Corporate Governance Guidelines. The Company also determined that each of its current directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the NYSE director independence standards, as currently in effect.
Our Board of Directors oversees corporate governance matters for the Company. It also performs continuous reviews of the Company’s corporate governance policies.
The Company currently has eight (8) members on its Board of Directors all of whom were approved, recommended and nominated for election to the Board of Directors. Each of the Directors was elected by the stockholders at the 2010 Annual Meeting of Stockholders held on May 12, 2010. The Board of Directors has determined that each of its current Directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the Securities and Exchange Commission ("SEC") and The NASDAQ Stock Market LLC ("NASDAQ") director independence standards, as currently in effect.
During 2009, the Company's Board of Directors met nine (9) times and took action by unanimous written consent on two (2) other occasions. The Company’s independent Directors also met at regularly scheduled executive sessions on at least a quarterly basis. William L. Bolster serves as the Company’s Lead Director. All members of the Board of Directors attended at least 75% of its meetings and the meetings of any committees of the Board of Directors of which they were members in 2009. Although the Company does not have a formal policy requiring Director attendance at the Company's Annual Meeting of Stockholders, all of our current directors attended the 2009 Annual Meeting of Stockholders.
The Company has, as standing committees, a Finance and Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and throughout 2009 and until March 22, 2010, a 162(m) Committee.
The Finance and Audit Committee operates under a written charter adopted by the Board of Directors, which was most recently amended April 6, 2010. The Finance and Audit Committee is established to assist the Company’s Board of Directors oversight of: (1) the integrity of the financial statements and its risk and control environment; (2) the qualification of, and relationship with, the independent registered public accounting firm; (3) the Company’s internal audit function; (4) compliance with applicable legal and regulatory requirements; and (5) compliance with the Company’s Code of Business Conduct and Ethics. The Finance and Audit Committee also reviews and makes recommendations to the Board regarding (i) all proposed material capital formation plans, including planned issuances of equity securities and debt instruments, and stock repurchase programs and (ii) certain acquisitions, investments, new business ventures, and divestitures by the Company.
Effective July 8, 2010, Mr. Lewis replaced Ms. Shahon as a member of the Finance and Audit Committee. The current members of the Finance and Audit Committee are Messrs. Bolster, Griffith, Lewis and Lockburner, each of whom is not an officer or employee of the Company. Mr. Lockburner serves as the Chairman of the Finance and Audit Committee. The Board of Directors has determined in its business judgment that each member is in compliance with the independence, experience and financial literacy requirements set forth by NASDAQ, The Sarbanes-Oxley Act of 2002 and rules adopted by the SEC pursuant to The Sarbanes-Oxley Act of 2002, as currently in effect. The Board of Directors has also determined in its business judgment that Messrs. Griffith and Lockburner are each an “audit committee financial expert” as defined under SEC rules. The SEC provides that an “audit committee financial expert” does not have additional duties, obligations, or liabilities and is not considered an expert under the U.S. Securities Act of 1933. The Finance and Audit Committee held twelve (12) meetings during 2009 and took action by unanimous written consent on two (2) other occasions.
The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors. The Compensation Committee has responsibility for approving and evaluating executive officer compensation, incentive compensation and equity-based plans, policies and programs of the Company and its subsidiaries. The Compensation Committee also evaluates the performance of the Company’s Chief Executive Officer, and based on such evaluation, reviews and approves his annual salary, cash incentives and long-term equity incentive bonus. The Compensation Committee is also responsible for producing an annual report on executive compensation and assisting management in the preparation of a compensation discussion and analysis. Effective July 8, 2010, Mr. Quick was appointed to the Compensation Committee and Ms. Shahon replaced Mr. Bolster as the Chair. The current members of the Compensation Committee are Messrs. Bolster, Milde and Quick and Ms. Shahon, each of whom is independent within the meaning of NASDAQ’s independence standards, as currently in effect. Ms. Shahon serves as the Chairwoman of the Compensation Committee. During 2009, the Compensation Committee held nine (9) meetings and took action by unanimous written consent on one (1) other occasion.
Throughout 2009 and until March 22, 2010, the Company also had a separate 162(m) Committee of which Messrs. Bolster and Lockburner, each of whom were an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, were members. On March 22, 2010, the Board dissolved the 162(m) Committee (which occurred after the certification of the results of the performance criteria for 2009 in January 2010) and the Compensation Committee assumed these duties following such date of dissolution, as each member is considered and “outside director”. The 162(m) Committee provided assistance to the Board of Directors and the Compensation Committee in 2009 by setting performance-based compensation criteria for the Company’s Chief Executive Officer and other key executives, certifying the results of such performance at the end of the annual performance period and awarding the resulting performance-based compensation to such key executives. The 162(m) Committee also was responsible for making stock option, restricted stock and restricted stock unit grants to such key executives. The 162(m) Committee held two (2) meetings in 2009 and took action by unanimous written consent on one (1) other occasion.
The Nominating and Corporate Governance Committee (“NCGC”) is governed by a written charter adopted by the Board of Directors. A primary function of the NCGC is to identify and recommend to the Board individuals qualified to serve as Directors of the Company, consistent with the criteria included in our Nominating and Corporate Governance charter and our Corporate Governance Guidelines. The NCGC also considers nominee recommendations from stockholders of the Company. In connection with the identification and recommendation of nominees, the NCGC reviews the requisite skills of Board members, as well as the composition of the Board as a whole. As stated in the Company’s Corporate Governance Guidelines, this assessment includes a consideration of independence and diversity of age, professional experience (including skills and industry background), gender, ethnic background and country of citizenship, as well as ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Other functions of the NCGC include: (i) recommending the size of, and Directors to serve on, committees of the Board; (ii) advising the Board with respect to matters of Board composition and procedures; (iii) developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; and (iv) overseeing the annual evaluation of the Board and the Company’s management. The current members of the NCGC are Messrs. Bolster, Griffith, Lewis, Lockburner, Milde and Quick and Ms. Shahon. Each member of our NCGC is independent within the meaning of NASDAQ’s independence standards, as currently in effect. The NCGC held two (2) meetings in 2009 and took action by unanimous written consent on one (1) other occasion.
On May 25, 2010, the Company transferred its listing of common stock to the New York Stock Exchange ("NYSE") and cross-listed its common stock on the Professional Segment of the Paris market of NYSE Euronext. In connection with meeting the listing requirements of NYSE, the Company revised, effective May 25, 2010, the written charters of the Finance and Audit, Compensation, and Nominating and Corporate Governance Committees, along with the Company's Corporate Governance Guidelines. The Company also determined that each of its current directors, except for Thomas M. Joyce, our Chairman and Chief Executive Officer, is independent within the meaning of the NYSE director independence standards, as currently in effect.
