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Board Committees

Our board of directors currently has four standing committees, consisting of an audit committee, a compensation committee, a corporate governance committee, and an independent directors committee.

Corporate Policies

Audit Committee

Our audit committee currently is composed of William Lerner, Alvin E. Nashman and Arnold J. Wasserman, with Mr. Wasserman serving as its chairman. We believe that each of these committee members are "independent," within the meaning of such term under applicable law and the Marketplace Rules of The NASDAQ Stock Market, Inc. Our board of directors has determined that Mr. Wasserman is an "audit committee financial expert," as such term is defined by the SEC. The audit committee is primarily concerned with the accuracy and effectiveness of the audits of our financial statements by our internal audit staff and by our independent auditors. Its duties include:

  • Selecting and retaining the independent auditors, as well as ascertaining the auditors' independence;
  • Reviewing the scope of the audits to be conducted, as well as the results of their audits;
  • Approving non-audit services provided to our company by the independent auditors;
  • Reviewing the organization and scope of our internal system of audit, financial and disclosure controls;
  • Appraising our financial reporting activities, including our Annual Report on Form 10-K, and the accounting standards and principles followed;
  • And conducting other reviews relating to compliance by employees with our internal policies and applicable laws.

Compensation Committee

Our compensation committee currently is composed of Richard Heitzmann, William Lerner and Alvin E. Nashman, with Mr. Heitzmann serving as its chairman. The duties of our compensation committee include recommending to the full board of directors remuneration to be paid our executive officers, determining the number and conditions to exercise of options granted pursuant to our various stock option plans and recommending the establishment of and monitoring a compensation and incentive program for all of our executive officers.

Corporate Governance

Our corporate governance committee currently is composed of Richard Heitzmann, Thomas Wasserman, William Lerner and Arnold J. Wasserman, with Mr. Lerner serving as its chairman. The duties of our corporate governance committee include overseeing that our board's policies, as well as ensuring that we are in compliance with all applicable federal and state securities laws and the Nasdaq rules, and determining our board of directors' slate of director-nominees for each shareholder election of directors.

Independent Directors Committee

Our independent directors committee is composed of William Lerner, Alvin E. Nashman and Arnold J. Wasserman, with Mr. Wasserman serving as its chairman. The duties of our independent directors committee include the review and approval of all transactions with related parties, in particular conducting negotiations with respect to potential financing transactions where conflicts of interest may occur.