Slide 11 -
Board Committee Audit Committee – composed of at least three independent directors; should be formed to implement and support the oversight function of the board, specifically in the areas related to the internal controls, risk management, financial reporting, and audit committees. Compensation Committee – composed of at least three independent directors; serves to design, review, and implement ‘directors’ and ‘executives’ compensation plans. Governance Committee - consist of both executives and nonexecutives directors; should be established to advise, review, and approve management strategic plans, decisions, and actions in effectively managing the company. Nominating committee – composed of at least three independent directors; should be formed to monitor issues pertaining to the recommendations, nominations and elections activities of directors. Disclosure committees – this committee is usually led by corporate counsel, CFO’s, or controllers. It is responsible for reviewing and monitoring the company’s 10-Ks, 10-Qs, and other SEC fillings, earning releases, materiality issues, conference call scripts, and presentations to the investors by senior management. Special committee – the board of directors may form a special committee to assist the board in carrying out its strategic and oversight function, including financing, budgeting, investment, mergers and acquisitions.