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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:
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Selecting and
retaining the independent auditors, as well as ascertaining
the auditors' independence;
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Reviewing the
scope of the audits to be conducted, as well as the results
of their audits;
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Approving
non-audit services provided to our company by the
independent auditors;
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Reviewing the
organization and scope of our internal system of audit,
financial and disclosure controls;
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Appraising our
financial reporting activities, including our Annual Report
on Form 10-K, and the accounting standards and principles
followed;
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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. |