The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Below are descriptions of each committee as well as links to the Committee charters and various other documents that govern the conduct of our business.
The Audit Committee is appointed by the Board from its independent directors to assist the Board in fulfilling their oversight responsibility to the stockholders, potential stockholders, the investment community and others relating to: (1) the overall integrity of the financial statements of the Company; (2) the efforts by the Company to comply with applicable legal and regulatory requirements; (3) the performance of the Company’s internal audit function and independent registered public accounting firm; and (4) the independent registered public accounting firm’s qualifications and independence. The Board has determined that each of the members of the Audit Committee is financially literate and that at least one member is an “audit committee financial expert” as that term is defined in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee has also adopted a policy with respect to Related Person Transactions which sets forth procedures for approving transactions between the Company and related persons.
The Compensation Committee is appointed by the Board from its independent directors to discharge the Board’s responsibilities relating to compensation of the Company’s Executive Officers. The Compensation Committee has overall responsibility for reviewing, evaluating and approving the Company’s executive officer compensation agreements (to the extent such agreements are considered necessary or appropriate by the Compensation Committee), and employee plans, policies and programs, as well as director compensation. The Compensation Committee is also responsible for reviewing and discussing with management the “Compensation Discussion and Analysis” portion of our Proxy Statement and issuing a Compensation Committee Report recommending that the CD&A be included in our Proxy Statement, and for performing such other functions as the Board may assign to the Compensation Committee from time to time.
The primary purpose of the Corporate Governance and Nominating Committee is to develop and maintain the corporate governance and business standards of the Company’s Board of Directors and the Company. The Corporate Governance and Nominating Committee develops and recommends to the Board a set of corporate governance principles applicable to the Company, plays a leadership role in the Company’s corporate governance, identifies individuals qualified to become board members consistent with criteria approved by the Board, recommends that the Board select director nominees for the annual meeting of stockholders and oversees the evaluation of the Board and Committees.
In addition, we have a formal Code of Business Conduct and Ethics, which applies to all of our employees, directors, officers, agents, and consultants, and a Code of Ethics for Chief Executive Officer and Senior Financial Officers applicable to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer. We have also established a compliance program that is intended to ensure that we have in place policies and systems designed to prevent and detect violations of these Codes or any applicable law, policy or regulation.
Our Board of Directors has also adopted Corporate Governance Guidelines to provide a concise description of the Company's corporate governance obligations, principles and practices, and a Security Holder Communications Policy to facilitate communications between the Company’s stockholders and the Board.
The Board's independent directors regularly meet in executive session at the end of each Board and Committee meeting. Mr. Transier has been designated by the Board as its lead independent director. As such, he will preside at any meetings of the Board's independent directors, other than meetings held in connection with or related to the business of a committee of the Board, and perform such other functions as the Board may direct. In the case of an executive session of the independent directors held in connection with a meeting of a committee of the Board, the chairman of the particular committee will preside.
In addition to the information to this website, interested parties may contact the following Company representative:
Executive Vice President and General Counsel
2500 CityWest Blvd.
Houston, Texas 77042