The Directors are committed to maintaining high standards of corporate governance The Company is subject to the rules, regulations and corporate governance requirements imposed upon U.S. public companies including the rules and regulations adopted by the United States Securities and Exchange Commission ("SEC") and the NASDAQ Stock Market ("NASDAQ") however, the Company qualifies for some emerging growth company exemptions. See below.
The Board currently consists of six members, four of whom are non-executive Directors. The Board is divided into three classes. Directors are assigned to each class in accordance with the Company's Bylaws and resolutions adopted by the Board, with the number of directors in each class to be divided as equally as reasonably possible. At each annual meeting of stockholders, one class of Directors is nominated for re-election, while the other classes are not. With respect to the class up for re-election, Directors are then elected for a new three-year term. This structure is intended to provide greater stability on the Board, as it staggers the turnover of the Board over three years.
The Directors hold regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company's strategy, budget and major capital expenditures. In accordance with NASDAQ Rules the Company has established an Audit Committee, a Compensation Committee and a Nomination and Governance Committee comprised entirely of independent directors as defined by NASDAQ Rules. For further information on the Board Committees see Committees.
In recognition of the particular circumstances of time and travel commitments of the non-executive Directors and to attract such non-executive Directors, the Company has agreed to provide annual cash remuneration to non-executive directors, together with additional incentivisation by awards of share options. In doing so, the Company has taken into account the remuneration packages typically put in place for non-executive directors in the U.S. (which often include such awards), and the benefits of aligning the non-executive Directors' interests with those of Stockholders in the Company.
The Directors comply with applicable laws relating to insider trading, relating to dealings by directors of the Company, and will take all reasonable steps to ensure compliance by the Company's applicable employees. The Company has adopted a share dealing code for its Directors, officers and employees to facilitate compliance with this rule.
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although, if the market value of our common stock that is held by nonaffiliates exceeds $700 million as of June 30 of any year before the end of that five-year period, we would cease to be an "emerging growth company" as of December 31 of that year. Under Section 107(b) of the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourself of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
The Company has also adopted Corporate Governance Guidelines and Business Conduct and Ethics policies which may be viewed below.
|2014 Meeting Proxy Statement|
|Amended and Restated Certificate of Incorporation|
|Amended and Restated By-Laws|
|Code of Business Conduct and Ethics|
|Director Code of Business Conduct and Ethics|
|Corporate Governance Guidelines|