NEVADA
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333-158713
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26-4309660
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Name | Position | |
Dato’ Weng Kung Wong | Chief Executive Officer | |
Liong Tat Teh | Chief Financial Officer | |
Sek Fong Wong | Secretary |
Name | Monthly Fee | |
Dato’ Amirrudin Bin Che Embi | RM 3,000 | |
EE Ring Yap | RM 3,000 | |
Peijin W. Harrison | US$2500 |
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•
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Establish and periodically review the Company’s compensation philosophy and the adequacy of the compensation plans and programs for senior executives and other employees of the Company and its subsidiaries;
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•
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Establish compensation arrangements and incentive goals for senior executives;
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•
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Review senior executive performance and award incentive compensation and adjust compensation arrangements as appropriate based upon performance;
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•
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Review and monitor management development and succession plans and activities;
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•
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Review and discuss with management the Compensation Discussion & Analysis and related disclosures to be included in the Company’s annual proxy statement or Form 10-K filed with the SEC; and
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•
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Prepare the Compensation Committee Report as required by the rules of the SEC.
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•
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Oversee the Company’s accounting and financial reporting processes;
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•
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Oversee audits of the Company’s financial statements;
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•
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Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
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•
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Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements.
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•
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Recommend to the Board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;
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•
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Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;
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•
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Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company;
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•
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Take, or recommend that the Board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and
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•
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Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management
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•
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Select, or recommend for the Board’s selection, the individuals to stand for election as directors at the annual meeting of shareholders or, if applicable, a special meeting of shareholders;
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•
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Oversee the selection and composition of Committees of the Board and, as applicable, oversee management continuity planning processes; and
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•
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Oversee and maintain the corporate governance principles that apply to the Company, the Board and Committees of the Board.
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Exhibit No.
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Description
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10.1
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Form of Director Retainer Agreement
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99.1
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Compensation Committee Charter
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99.2
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Audit Committee Charter
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99.3
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Nominations and Governance Committee Charter
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PRIME GLOBAL CAPITAL GROUP INCORPORATED
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Dated: April 26, 2012
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By:
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/s/ Liong Tat Teh
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Liong Tat Teh
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Chief Financial Officer
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1.
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Services Provided.
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2.
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Nature of Relationship.
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3.
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Corporation Information.
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a.
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periodic briefings on the business and operations of the Corporation;
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b.
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“director packages” (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each Board and Committee meeting, at a reasonable time before each meeting;
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c.
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Copies of minutes of all requested stockholders’, directors’ and Committee meetings;
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d.
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Any other materials that are required under the Charter and Bylaws or the charter of any Committee on which the Director serves; and
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e.
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Any other materials which may, in the reasonable judgment of Corporation, be necessary for performing the Services.
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4.
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Representations, Warranties and Covenants of Director.
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4.1
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Director agrees to provide complete and accurate information and to permit Corporation to perform a full background investigation. Accordingly, Director represents and warrants that the information provided to the Corporation regarding Director’s experience, background and expertise is truthful, accurate and complete.
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4.2
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Director represents and warrants that the performance of the Services will not violate any agreement to which Director is a party, compromise any rights or trust between any other party and Director, or create a conflict of interest.
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4.3
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Director agrees not to enter into any agreement during the term of this Agreement that will create a conflict of interest with this Agreement.
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4.4
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Director agrees to comply with all applicable state and federal laws and regulations, including Section 10 and Section 16 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder.
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5.
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Compensation.
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5.1
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Retainer
. The Corporation shall pay Director a cash retainer of two thousand five hundred dollars and no cents (US$2,500) per calendar month during Director’s period of Service (“Retainer”), payable in accordance with the Corporation’s normal and customary practices.
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5.2
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Expenses
. The Corporation will reimburse Director for reasonable expenses incurred in the performance of the Services promptly upon submission of invoices and receipts for such expenses in a form reasonably acceptable to the Corporation, provided that such expenses are approved in writing in advance. Such approval by the Corporation shall not be unreasonably withheld or delayed. Director’s expenses shall not be reimbursable hereunder if those expenses do not qualify for reimbursement under the Charter and Bylaws.
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6.
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Indemnification and Insurance.
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6.1
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The Corporation has previously executed, or shall execute concurrently with the execution of this Agreement, an Indemnity Agreement with Director substantially in the form attached hereto as
Exhibit A
.
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6.2
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In addition, the Corporation shall, at its expense, cause Director to be covered as an insured under a directors’ and officers’ liability insurance policy commercially reasonable as to coverage limitation and amounts, taking into account the Corporation’s business and stage of development.
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7.
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Term and Termination.
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7.1
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This Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew upon the date of Director’s reelection as a director of the Corporation.
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7.2
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The term of service as a Director under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section.
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7.3
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Director may at any time, and for any reason, resign from such position subject to any other contractual obligation or any obligation imposed by operation of law.
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7.4
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Director may be removed from the Board or any Committee, with or without cause.
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7.5
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This Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days.
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7.6
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In the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees that the Corporation has the right of injunctive relief to enforce this provision.
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7.7
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Upon termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation.
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8.
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Proprietary Information, Inventions and Non-Competition.
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9.
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Assignment.
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10.
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General.
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10.1
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Governing Law and Venue
. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Nevada (the “
Nevada Court
”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.
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10.2
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Notices
. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier or e-mail to:
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Corporation:
Prime Global Capital Group Incorporated
11-2, Jalan 26/70A, Desa Sri Hartamas
50480 Kuala Lumpur, Malaysia
Attn: Chief Financial Officer
Fax: ____________________
e-mail: ___________________
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Director:
___________________________
___________________________
___________________________
Fax:
e-mail:
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10.3
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Severability
. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.
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10.4
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Survival of Obligations
. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation’s obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.
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10.5
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Entire Agreement
. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof.
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10.6
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Amendment and Waiver
. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.
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10.7
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Counterparts
. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.
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PRIME GLOBAL CAPITAL GROUP INCORPORATED
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By:
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Printed Name: Liong Tat Teh
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Title: Chief Financial Officer | |||
DIRECTOR
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By: |
PRIME GLOBAL CAPITAL GROUP INCORPORATED
By: _____________________________
Name: ___________________________
Its: _____________________________
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INDEMNITEE
__________________________________
__________________________
Address: __________________________
__________________________
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•
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Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or
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•
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Result from any Services performed by the Director for the Company.
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Dated: | |||||
By: | Printed Name: | ||||
ACCEPTED AND AGREED TO: | |||||
PRIME GLOBAL CAPITAL GROUP INCORPORATED
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By: | |||||
Its: |
By:
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Date:
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(Printed Name Of Corporation Representative)
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TO:
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[ ]
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FROM:
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DATE:
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SUBJECT:
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Previous Inventions
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¨
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No inventions or improvements.
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¨
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See below:
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¨
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Additional sheets attached.
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Invention or Improvement Party(ies)
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Relationship
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||||
1.
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|||||
2.
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|||||
3.
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¨
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Additional sheets attached.
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Date |
1.
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Establish and periodically review the Company’s compensation philosophy and the adequacy of the compensation plans and programs for senior executives and other employees of the Company and its subsidiaries;
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2.
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Establish compensation arrangements and incentive goals for senior executives;
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3.
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Review senior executive performance and award incentive compensation and adjust compensation arrangements as appropriate based upon performance;
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4.
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Review and monitor management development and succession plans and activities;
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5.
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Review and discuss with management the Compensation Discussion & Analysis (“
CD&A
”) and related disclosures to be included in the Company’s annual proxy statement or Form 10-K filed with the United States Securities and Exchange Commission (“
SEC
”); and
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6.
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Prepare the Compensation Committee Report as required by the rules of the SEC.
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●
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the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;
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●
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the Board of Directors, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders;
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●
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the Company discloses in the proxy statement for the next annual meeting of stockholders subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reason for that determination; and
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●
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such person does not serve under this exception on the Committee for more than two years.
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1.
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Establish and review the overall compensation philosophy of the Company.
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2.
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Review and approve the Company’s corporate goals and objectives relevant to the compensation for the CEO and other officers, including annual performance objectives.
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3.
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Evaluate the performance of the CEO and other officers in light of those goals and objectives and, based on such evaluation, approve, or recommend to the full Board of Directors the approval of, the annual salary, bonus, stock options, and other benefits, direct and indirect, of the CEO and other executive officers.
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4.
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In approving or recommending the long-term incentive component of compensation for the CEO and other executive officers, the Committee should consider the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs and other executive officers at comparable companies or companies of similar size or generally engaged in the petrochemical industries, and the awards given to the CEO and other executive officers in past years. The Committee is not precluded from approving awards (with the ratification of the Board of Directors) as may be required to comply with applicable tax laws, such as Rule 162(m).
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5.
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In connection with executive compensation programs, the Committee may in its discretion do or cause to be done by its advisors, experts, staff or outside counsel the following:
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(a)
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Review and recommend to the full Board of Directors, or approve, new executive compensation programs;
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(b)
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Review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes;
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(c)
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Establish and periodically review policies for the administration of executive compensation programs; and
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(d)
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Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
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6.
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Review existing and periodically review policies in the area of senior management perquisites.
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7.
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Consider policies and procedures pertaining to expense accounts of senior executives.
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8.
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Review and recommend to the full Board indemnification and insurance matters concerning the directors and officers.
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9.
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To the extent not delegated to the Audit Committee by the Board of Directors, review and approve all related party transactions (as specified in Item 404 of Regulation S-K) and review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of the Company, including consulting arrangements, employment agreements, change-in-control agreements, severance agreements, termination arrangements, and loans to employees made or guaranteed by the Company.
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10.
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Review and make recommendations to the Board of Directors with respect to, or approve, the Company’s incentive-compensation plans and equity-based plans, and review the activities of the individuals responsible for administering those plans.
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11.
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Review and make recommendations to the full Board of Directors, or approve, all awards of shares or share options pursuant to the Company’s equity-based plans.
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12.
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Monitor compliance by executives with the rules and guidelines of the Company’s equity-based plans.
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13.
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Have the sole authority to select, retain, and/or replace, as needed, any compensation or other outside consultants to be used to assist in the evaluation of director, CEO, or senior executive compensation. In the event such a compensation consultant is retained, the Committee shall have the sole authority to approve such consultants’ fees and other retention terms.
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14.
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Prepare an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations of the SEC and other applicable regulatory bodies.
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15.
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Review and discuss with management the CD&A and related disclosures to be included in the Company’s proxy statement or Form 10-K filed with the SEC.
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16.
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Report regularly to the Board of Directors with respect to matters that are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.
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1.
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each Member must be “independent” as defined in the rules and regulations applicable to audit committee members of companies listed on NASDAQ, NYSE AMEX or such other exchange on which the Company’s common stock is traded (the rules and regulations of NASDAQ will apply if the Company’s common stock is traded on the Over-the-Counter Bulletin Board);
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2.
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each Member must meet the criteria for independence set forth in Rule 10A-3(b)(1) promulgated under the Securities and Exchange Act of 1934, as amended (the “
Act
”), subject to the exemptions provided in Rule 10A-3(c) under the Act;
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3.
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each Member must not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three (3) years;
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4.
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each Member must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement; and
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5.
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at least one (1) Member must (A) have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in such Member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities or (B) through appropriate education and/or experience, satisfy the definition of “audit committee financial expert” as defined by rules and regulations of the U.S. Securities and Exchange Commission (the “
SEC
”).
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A.
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Financial Statement & Disclosure Matters
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1.
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Review the policies and procedures adopted by the Company to fulfill its responsibilities regarding the fair and accurate presentation of financial statements in accordance with generally accepted accounting principles (“
GAAP
”) and applicable rules and regulations of the SEC and NASDAQ (or such other exchange on which the Company’s common stock is traded);
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2.
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Oversee the Company’s accounting and financial reporting processes;
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3.
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Oversee audits of the Company’s financial statements;
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4.
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Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;
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5.
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Review with the Company’s independent registered public accounting firm, management and internal auditors any information regarding “second” opinions sought by management from any other accounting firm with respect to the accounting treatment of a particular event or transaction;
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6.
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Review and discuss with management and the Company’s independent registered public accounting firm the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements and aggregate contractual obligations, on the Company’s financial statements;
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7.
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Review and discuss reports from the Company’s independent registered public accounting firm regarding: (a) all critical accounting policies and practices to be used by the Company; (b) all alternative treatments of financial information within GAAP that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent registered public accounting firm; and (c) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences;
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8.
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Review all certifications required to be made by the Company’s principal executive officer and principal financial officer in connection with the Company’s periodic reports under the Act or pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act;
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9.
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Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements (including disclosures made under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) prior to the filing with the SEC of any report containing such financial statements.
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10.
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Discuss the Company’s earnings press releases (including type and presentation of information, paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as financial information and earnings guidance provided to analysts and ratings agencies;
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11.
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If deemed appropriate, recommend to the Board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year;
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12.
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Prepare and approve the report required by the rules of the SEC to be included in the Company’s annual proxy statement in accordance with the requirements of Item 7(d)(3)(i) of Schedule 14A and Item 407 of Regulation S-K;
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13.
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Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm;
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B.
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Matters Regarding Oversight of the Company’s Independent Registered Public Accounting Firm
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1.
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Be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged (including resolution of disagreements between management and such firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; provided also that each such registered public accounting firm shall report directly to the Committee;
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2.
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Receive and review a formal written statement and letter from the Company’s independent registered public accounting firm delineating all relationships between the independent registered public accounting firm and the Company, consistent with Independence Standards Board Standard 1, as may be modified or supplemented;
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3.
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Actively engage in a dialogue with the Company’s independent registered public accounting firm with respect to any disclosed relationship or services that may impact the objectivity and independence of the independent registered public accounting firm;
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4.
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Take, or recommend that the Board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm;
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5.
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Establish clear policies regarding the hiring of employees and former employees of the Company’s independent registered public accounting firm;
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6.
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Establish policies and procedures for review and pre-approval by the Committee of all audit services and permissible non-audit services (including the fees and terms thereof) to be performed by the Company’s independent registered public accounting firm, with exceptions provided for
de minimis
amounts under certain circumstances as permitted by law; provided, however, that: (a) the Committee may delegate to one (1) or more Members the authority to grant such pre-approvals if the pre-approval decisions of any such delegate Member(s) are presented to the Committee at its next-scheduled meeting; and (b) all approvals of non-audit services to be performed by the independent registered public accounting firm must be disclosed in the Company’s applicable periodic reports;
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7.
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Ensure that the Company’s independent registered public accounting firm is registered as a public accounting firm with the Public Company Accounting Oversight Board, as provided for in Section 102 of the Sarbanes-Oxley Act of 2002. Obtain and review, at least annually, a report by the Company’s independent registered public accounting firm describing: (a) the independent registered public accounting firm’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years, respecting one or more audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues; and (c) all relationships between the independent registered public accounting firm and the Company (to assess such firm’s independence);
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8.
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Meet with the Company’s independent registered public accounting firm prior to its audit to review the planning and staffing of the audit;
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9.
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Discuss with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as may be modified or supplemented;
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10.
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Review with the Company’s independent registered public accounting firm any audit problems or difficulties and management’s response, including any restrictions on the scope of such firm’s activities or access to requested information, any significant disagreements with management, any accounting adjustments that were noted or proposed by such firm but were “passed” (as immaterial or otherwise), any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement, any “management” or “internal control” letter issued, or proposed to be issued, by the firm to the Company, and a discussion of the responsibilities, budget and staffing of the Company’s internal audit function;
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11.
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Oversee the rotation of the lead (or coordinating) audit partner of the Company’s independent registered public accounting firm having primary responsibility for the audit and the audit partner responsible for reviewing the audit at least every five (5) fiscal years;
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C.
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Matters Regarding Oversight of the Company’s Internal Audit Function
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1.
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Review the Company’s annual audited financial statements with management, including any major issues regarding accounting and auditing principles and practices, and review management’s evaluation of the adequacy and effectiveness of internal controls that could significantly affect the Company’s financial statements, as well as the adequacy and effectiveness of the Company’s disclosure controls and procedures and management’s reports thereon;
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2.
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Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management;
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3.
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Review the appointment of, and any replacement of, the Company’s senior internal auditing executive;
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4.
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Review the significant reports to management prepared by the Company’s internal auditing department and management’s responses;
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D.
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Matters Regarding Oversight of Compliance Responsibilities
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1.
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Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations;
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2.
|
Obtain reports from the Company’s management, senior internal auditing executive and independent registered public accounting firm that the Company’s subsidiaries and foreign affiliated entities are in compliance with applicable legal requirements, including the Foreign Corrupt Practices Act;
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3.
|
Establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
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4.
|
Review all related party transactions for potential conflict of interest situations on an ongoing basis and approve all such transactions (if such transactions are not approved by another independent body of the Board);
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5.
|
Review and address any concerns regarding potentially illegal actions raised by the Company’s independent registered public accounting firm pursuant to Section 10A(b) of the Act; and cause the Company to inform the SEC of any report issued by the Company’s independent registered public accounting firm to the Board regarding such conduct pursuant to Rule 10A-1 under the Act;
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6.
|
Obtain from the Company’s independent registered public accounting firm assurance that such firm has complied with Section 10A of the Act;
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E.
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Additional Duties & Responsibilities
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1.
|
Review and reassess the adequacy of this Charter annually;
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2.
|
Review and assess the performance and effectiveness of the Committee at least annually;
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3.
|
Report regularly to the Board with respect to the Committee’s activities and make recommendations as appropriate;
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4.
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Review with the Company’s outside counsel and internal legal counsel any legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies;
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5.
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Provide oversight and review of the Company’s asset management policies, including an annual review of the Company’s investment policies and performance for cash and short-term investments;
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6.
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Review with management and the Company’s independent registered public accounting firm any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and
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7.
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Take any other actions that the Committee deems necessary or proper to fulfill the purposes and intent of this Charter.
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1.
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To select, or recommend for the Board of Directors’ selection, the individuals to stand for election as directors at the annual meeting of shareholders or, if applicable, a special meeting of shareholders.
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2.
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To oversee the selection and composition of Committees of the Board of Directors and, as applicable, oversee management continuity planning processes.
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3.
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To oversee and maintain the corporate governance principles that apply to the Company, the Board and Committees of the Board.
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the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;
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the Board of Directors, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders;
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●
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the Company discloses in the proxy statement for the next annual meeting of stockholders subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reason for that determination; and
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●
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such person does not serve under this exception on the Committee for more than two years.
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1.
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Establish criteria for the selection of new directors to serve on the Board of Directors.
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2.
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Identify individuals believed to be qualified as candidates to serve on the Board of Directors and select, or recommend that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on the Board of Directors.
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3.
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Review and make recommendations to the full Board of Directors, or determine, whether members of the Board should stand for re-election. Consider matters relating to the retirement of Board members, including term limits or age caps.
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4.
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In the case of a director nominated to fill a vacancy on the Board of Directors due to an increase in the size of the Board, recommend to the Board of Directors the class of directors in which the director-nominee should serve.
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5.
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Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.
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6.
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Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers.
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7.
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Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.
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8.
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Oversee the evaluation, at least annually, and as circumstances otherwise dictate, of the Board of Directors and management.
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9.
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Recommend members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and when appropriate, make recommendations regarding the removal of any member of any committee.
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10.
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Recommend members of the Board of Directors to serve as the Chair of the committees of the Board of Directors.
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11.
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Establish, monitor, and recommend the purpose, structure, and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board, and as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any Board committee.
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12.
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Periodically review the charter and composition of each committee of the Board of Directors and make recommendations to the Board for the creation of additional committees or the elimination of Board committees.
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13.
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Oversee and approve the management continuity planning process
. Review and evaluate the succession plans relating to the Chief Executive Officer and other executive officer positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.
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14.
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Report regularly to the Board of Directors following meetings of the Committee, (a) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, and (b) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.
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15.
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Consider the adequacy of the Articles of Incorporation and Bylaws of the Company and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the Articles of Incorporation and Bylaws for consideration by the shareholders.
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16.
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Develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.
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17.
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Consider policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas, and procedures for delivery of materials in advance of meetings.
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