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 of the Nasdaq market and the rules and regulations adopted by the United States Securities and Exchange Commission (“SEC”) however, the Company qualifies for certain emerging growth company exemptions. See below.
The Board currently consists of eight members, five of whom are independent Directors. The Directors hold office until the next annual meeting of stockholders, (and until their successors are duly elected and qualified). Directors are eligible to be nominated for re-election for a further one-year term at each annual meeting.
The Directors hold regular board meetings. The Board of Directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself in day-to-day operations. The Directors keep themselves informed through discussions with the Chief Executive Officer (CEO) and other key executives, visits to the Company’s facilities, by reading the reports and other materials that we send them and by participating in Board and committee meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major capital expenditures, as well as the appointment of the CEO and any successor and approving the compensation of the CEO, certain senior officers and the Directors, including the administration and oversight of the Company’s equity incentive plans. The Company has established an Audit Committee, a Compensation Committee and a Governance Committee to assist it in these tasks.
The Board remains fully committed to maintaining regular communication with the stockholders. The Company encourages two-way communication with both its institutional and private investors and attempts to respond quickly to all queries received verbally or in writing, subject to the Company’s publicity policies and obligations under SEC rules. The Board has sought to use the Annual Meeting to communicate with private investors and encourages their participation and since listing on Nasdaq will regularly host earnings calls as well.
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 compensation 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 Policy Regarding Securities Trades 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 stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of an initial public offering of our equity securities; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we are deemed to be a “large accelerated filer.”
In order to:
- Promote honesty and candor in our activities, including observance of the spirit, as well as the letter of the law;
- Avoid conflicts between personal interests and the interests of the Company;
- Avoid improper payments to government officials and others;
- Comply with generally accepted accounting principles and controls;
- Maintain our reputation and ensure integrity in dealing with the Company’s assets,
the Company has adopted Governance Policies, a Code of Ethics, a Foreign Corrupt Practices Act Compliance Policy, and a Whistleblower Policy.