The primary responsibility of the Board is to oversee and provide direction and counsel to the senior management of the Company. Board members are expected to devote the time necessary to appropriately discharge their responsibilities, to review materials distributed in advance of Board and committee meetings and to prepare for and attend and participate in all meetings of the Board and of Board committees on which they serve. In addition, each director is expected to attend the Annual Meeting of Stockholders. The Board’s responsibilities include, but are not limited to:
- reviewing and, where appropriate, approving the Company’s major financial and operational objectives, plans, strategies and actions
- overseeing the conduct of the Company’s business to assure that it is being properly managed;
- regularly evaluating the performance and approving the compensation of the Chief Executive Officer, and in consultation with the Chief Executive Officer, also reviewing the performance of the other members of the Company’s senior management team;
- planning for succession with respect to the Chief Executive Officer, including planning appropriate contingencies in case the Chief Executive Officer retires, resigns or is incapacitated, and monitoring management’s succession planning for other key executives of the Company;
- overseeing risk assessment and management of the Company’s major financial and other risk exposures;
- providing advice and counsel to the Chief Executive Officer and other executives of the Company;
- assisting management in the oversight of compliance by the Company with applicable laws and regulations, including in connection with public reporting obligations of the Company;
- overseeing management with a goal of ensuring that the assets of the Company are safeguarded through the maintenance of appropriate accounting, financial, and other controls;
- periodically assessing the effectiveness of policies for communication between the Company’s stockholders and directors;
- periodically assessing the Company’s position on issues related to corporate social responsibility, public policy and philanthropy; and
- evaluating and taking steps to maintain the effectiveness of the Board, by recommending appropriate candidates for membership, by establishing appropriate compensation and by regularly reviewing and evaluating the operations of the Board, each Committee and each Board member.
Directors will discharge the above responsibilities by exercising their business judgment in a manner that they believe in good faith is in the best interest of the Company and its stockholders. The proceedings and deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director of the Company.