Executive Committee Charter
Adopted by the Board of Directors on September 20, 2004
The executive committee is empowered to exercise all of the authority of the board of directors except as to matters not delegable to a committee under the General Corporation Law of Ohio.
Strategic Planning Committee Charter
Adopted by the Board of Directors on September 15, 2008
The purpose of the Strategy Planning Committee (the “Committee”) is to assist the Board and the Chief Executive Officer in its oversight of the Corporation’s long-term strategy development and implementation.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Corporation’s Code of Regulations. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s discretion.
Notwithstanding the foregoing, the Committee’s responsibilities are advisory and limited to oversight. It is not the duty of the Committee to develop the Corporation’s strategic plan or implement such plan. Instead, such duties remain the responsibility of the management of the Corporation, subject, however, to the general oversight responsibilities of the Board. Each member of the Committee shall be entitled to rely on the integrity of those persons within the Corporation and of the professionals and experts from which the Committee receives information and, absent actual knowledge to the contrary, the accuracy of the information provided to the Committee by such persons, professionals or experts.
The power and authority of the Committee is subject to the provisions of the Laws of the State of Ohio, the Corporation’s Articles of Incorporation and the Code of Regulations.
The Committee shall consist of three members of the Board who are independent pursuant to the rules of the American Stock Exchange (or such other exchange on which the company’s shares are listed).
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members serve at the pleasure of the Board and may be removed from the Committee at any time, with or without cause, by the Board.
Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Corporation’s Code of Regulations.
The Committee shall meet at least twice during each fiscal year and more frequently as the Committee deems desirable. The Committee shall meet separately and may also meet periodically with management.
All directors who are not members of the Committee may attend and observe meetings of the Committee, but will not be entitled to participate in discussions or deliberations absent an invitation to do so by the Committee, and in any event shall not be entitled to vote on matters coming before the Committee. The Committee may, at its discretion, include in its meetings members of the Corporation’s management or any personnel employed or retained by the Corporation or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director who is not a member of the Committee.
The Committee may utilize the services of the Corporation’s regular legal counsel or other advisors of the Corporation but, should it deem it necessary or appropriate, the Committee may retain any other experts, advisors or counsel. The Corporation shall provide for appropriate funding, as determined by the Committee for payment of compensation to any advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall also have access to the Corporation’s senior management, as necessary or desirable to carryout out the Committee’s responsibilities.
The Committee may conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.
Powers and Responsibilities
In carrying out its responsibilities, the Committee’s policies and procedures may remain flexible, in order to best react to changing conditions and to assist the Board and management in developing and implementing the Corporation’s longterm strategies.
As may be appropriate from time to time, the Committee may recommend for Board approval actions that address the Corporation’s strategic initiatives, including but not limited to solicited and unsolicited takeover offers for the Corporation, possible acquisition targets, asset sales or major purchases. For avoidance of doubt, the Committee shall not have power or authority to authorize (i) the making of or acceptance of any tender offer, (ii) any merger or consolidation, (iii) any asset sale or acquisition, or (iv) any strategic transaction, all such power and authority being retained by the Board.
The Committee shall discuss with the Corporation’s General Counsel or outside counsel any legal matters brought to the Committee’s attention that could reasonably be expected to have a material impact on the Corporation’s long-term strategies.
The Committee shall at least annually perform an evaluation of the performance of the Committee and its members, including a review of the Committee’s compliance with this Charter.
The Committee shall at least annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.
Rules and Procedures
The presence of a majority of the Committee members shall be necessary to constitute a quorum. The affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution.
Audit Committee Charter
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: the integrity of the financial statements and other financial information provided by the Company to the Company’s shareholders, the general public and the Securities and Exchange Commission (“SEC”); the Company’s systems of internal controls regarding finance, accounting, legal and compliance that management and the Board have established; the Company’s auditing, accounting and financial reporting processes generally; and the independence and performance of the Company’s external auditors.
The Audit Committee shall be comprised of at least three directors as determined by the Board, who shall meet the independence and audit committee composition requirements under any rules and regulations of the American Stock Exchange, Section 121A and Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC, as in effect from time to time. Each Audit Committee member shall be independent and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. All members of the Committee shall be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement and shall have working familiarity with basic finance and accounting practices. The Committee shall include at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the member’s financial sophistication satisfying the applicable requirements of the American Stock Exchange, the Exchange Act and the rules and regulations of the SEC.
The members of the Committee shall be elected by the Board. Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.
The Committee shall meet quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee shall meet at least annually with the management and the independent auditors in separate executive sessions to discuss any matters that the Committee or either group believes should be discussed privately.
RESPONSIBILITIES AND DUTIES
The Audit Committee is vested with all responsibilities and authority required by Rule 10A-3 under the Exchange Act. The Audit Committee’s primary duties and responsibilities are to:
· Serve as an independent and objective party that reviews, appraises and provides recommendations on the Company’s financial reporting process and internal control system.
· Take direct responsibility for the appointment of, compensation of, retention of, and oversight of the work of, the independent auditors employed by the Company (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
· Review and appraise the audit efforts of the Company’s independent auditors (who shall report directly to the Audit Committee), engage or dismiss the independent auditors as is considered appropriate and pre-approve any significant non-audit relationship with the Company’s independent auditors (approval of any such non-audit relationship must be disclosed in the Company’s periodic reports).
· Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
· Provide an open avenue of communication among the independent auditors, financial and senior management, and the Board of Directors.
· Review the Company’s compliance program and report and provide any recommendations to the Board of Directors on such program.
· Report to the Board of Directors the results of the Audit Committee’s work.
To fulfill its responsibilities and duties the Committee shall:
· Review the Company’s annual consolidated financial statements and other financial information submitted to the SEC or the public, including any certification, report, opinion, or review rendered by the independent auditors.
· Review with financial management and the independent auditors: (i) the interim financial information contained in the Company’s Quarterly Reports on Form 10-Q prior to filing, (ii) earnings announcements prior to release (if practicable) and (iii) the results of the review of such information by the independent auditors.
· Consult with the independent auditors concerning the Company’s critical accounting policies and any off-balance sheet financing arrangements.
· Determine what senior members will be assigned to the audit staff and be comfortable with their professionalism.
· Approve fees and other compensation to be paid to the independent auditors.
· On an annual basis, review and discuss with the auditors all significant relationships the auditors have with the Company to determine the auditors’ independence, and receive and review the independent auditors’ annual letter to the Company delineating all relationships between the auditor and the Company.
· Periodically consult with the independent auditors out of the presence of management about internal controls and the completeness and accuracy of the Company’s financial statements.
· Discuss with the independent auditors whether their audit scope is adequate considering the Company does not have an internal audit staff and program.
· On at least an annual basis, review the Company’s audit committee charter and make any necessary updates and revisions when appropriate.
Financial Reporting Processes
· Consult with the independent auditors and review the integrity of the Company’s financial reporting processes, both internal and external.
· Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
· Discuss with the independent auditors any alternative accounting treatment within generally accepted accounting principles of financial information identified by the independent auditors that has been discussed with management, the ramifications of the alternative treatment and the treatment preferred by the auditors.
· Following completion of the annual audit, review separately with each of the management and the independent auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of the work or access to required information.
· Review any significant disagreement between management and the independent auditors in connection with the preparation of the financial statements.
· Prepare the Audit Committee report required to be included in the Company’s annual proxy statement.
Related Party and Legal Compliance
· Evaluate identified related party transactions entered into by the Company.
· Determine that all stock option plans are approved by stockholders.
· Establish rules for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.
· Establish procedures for the confidential submission by employees of concerns regarding questionable accounting or auditing matters.
· Review with the independent auditors and/or other appropriate Company personnel, the results of their review of the Company’s compliance with its code of conduct, and endeavor to ensure that management has a proper review system in place so that the Company’s financial statements, reports and other financial information satisfy legal requirements.
· Review processes and policies of the Company designed to ensure compliance with applicable laws and regulations and endeavor to ensure that the Company’s compliance efforts are effective.
· Review with the Company’s legal counsel, legal compliance matters including corporate securities trading policies.
· Review with the Company’s legal counsel, any legal matter that reasonably would be expected to have a significant impact on the organization’s financial statements.
· Perform any other activities consistent with this Charter, the Company’s By-laws and governing law, as the Committee deems necessary or appropriate or the Board may request in writing.
The Company shall provide the Audit Committee adequate funds to achieve its purpose, including any funding the Audit Committee reasonably deems appropriate, to engage the independent auditors, independent counsel or other advisers as it determines necessary to carry out its duties.
LIMITATIONS ON RESPONSIBILITIES AND DUTIES
Management is responsible for the Company’s financial reporting process including its system of internal control, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. Members of the Audit Committee do not represent themselves to be or to serve as, accountants or auditors by profession. Therefore, the Audit Committee expects to and will rely, without independent verification, on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and on the representations of the independent auditors included in their report on the Company’s financial statements. The Audit Committee’s oversight does not provide its members with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Further, the Audit Committee’s considerations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles or, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards.
Compensation Committee Charter
The primary purpose of the Compensation Committee of the Board of Directors is: (i) to assist the Board in discharging its responsibilities with respect to compensation of the Company’s executive officers; (ii) to produce a report on executive compensation for inclusion in the Company’s annual proxy statement; (iii) to provide recommendations regarding management successors; and (iv) to administer the Company’s stock option and other incentive plans (in the absence of a separate Stock Option Committee).
The Compensation Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of the American Stock Exchange (NYSE) and any other regulatory requirements. The Committee may form and delegate authority to subcommittees when appropriate.
Committee members shall be elected by resolution the Board and shall serve until their successors shall be duly elected and qualified. The Committee’s chairperson shall be designated by the full Board if it elects to do so. Alternatively, if the Board does not designate a chairperson, the Committee members shall elect a chairperson by vote of a majority of the full Committee.
The Committee’s chairperson shall (i) chair all meetings of the Committee; (ii) coordinate the evaluation of the performance of the Chief Executive Officer; and (iii) perform other activities requested by the other directors or as circumstances dictate.
STRUCTURE AND MEETINGS
The chairperson of the Compensation Committee will preside at each Committee meeting and, in consultation with the other Committee members, shall set the frequency of meetings and the agenda for each meeting. The chairperson will ensure that the agenda for each meeting is circulated in advance of the applicable meeting.
The Committee shall inform the Board of the actions taken or issues discussed at its meetings at the next meeting of the full Board following a committee meeting.
GOALS AND RESPONSIBILITIES
The Compensation Committee shall have the power and authority of the Board to perform and shall perform the following duties and responsibilities:
A. develop guidelines and, on an annual basis, review the compensation and performance of the Company’s officers, review and approve corporate goals relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of these goals and objectives, set the Chief Executive Officer’s compensation based on this evaluation, evaluate the performance of the Company’s senior executive officers and approve their annual compensation, and produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement, in accordance with all applicable rules and regulations;
B. make recommendations to the Board with respect to incentive compensation plans and equity-based plans, and administer such plans by establishing criteria for the granting of options to the Company’s officers and other employees and reviewing and approving the granting of options in accordance with such criteria;
C. review and approve plans for managerial succession of the Company;
D. review director compensation levels and practices, and recommend to the Board, from time to time, changes in such compensation levels and practices (including retainers, committee fees, stock options and other similar items as appropriate);
E. annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
F. perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deem appropriate.
The Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, consulting and other advisors. The Committee shall determine the extent of funding necessary for the payment of fees to any consultant retained to advise the Committee.
The Committee shall have sole authority to retain and terminate any compensation consultant used to assist in the development and/or analysis of the Company’s compensation philosophy, or the evaluation of a director, the Chief Executive Officer or other senior executive and shall have sole authority to approve such firm’s fees and other retention terms.
DISCLOSURE OF CHARTER
This Charter will be made available on the Company’s website.