The Company's Board of Directors has long believed that good corporate governance is important to ensure that the Company is managed for the long-term benefit of stockholders. During the past year, the Company's Board of Directors has continued to review its governance practices in light of the Sarbanes-Oxley Act of 2002 and new Securities and Exchange Commission (the "SEC") rules and regulations. This section describes key corporate governance guidelines and practices the Company has adopted.
Code of Conduct and Ethics
Our Board of Directors has adopted a Code of Conduct and Ethics which is applicable to all our directors, officers, employees, agents and representatives, including our principal executive officer and principal financial officer, principal accounting officer or controller, or other persons performing similar functions. A copy of our Code of Conduct is below.
Click here to view Code of Conduct and Ethics Document
Board Meetings and Attendance of Directors
During fiscal year 2008, the Board of Directors held four (4) meetings (two (2) via conference call), all of which were attended by all of the Company’s Directors during the period that such person was a member of the Board of Directors, and took action by unanimous written consent on four (4) occasions. Directors are expected to attend all meetings. All of our Directors are expected to attend the Annual Meeting. Special meetings are held from time to time to consider matters for which approval of the Board of Directors is desirable or required by law.
Director Independence
Although we are not required to adopt director independence standards, in order to identify our directors and/or director-nominees who may qualify as independent directors, we have adopted the director independence standards of the NYSE Amex. The Board has reviewed each of the directors’ relationships with the Company in conjunction with such standard and has affirmatively determined that three of our directors, John Colloton, Edward Berger and Terry Branstad, are independent of management and free of any relationship that would interfere with their independent judgment as members on the Board of Directors.
