Corporate Governance Statement
We are committed to maintaining high standards of corporate governance and comply with the corporate governance regime of the US State of Delaware, the NASDAQ Listing Rules and the applicable US Securities and Exchange Commission rules and regulations and London Stock Exchange Listing Rules.
Board of Directors
Directors in each class serve staggered three-year terms:
The Company’s board of directors currently consists of 12 members. In evaluating directors’ independence, the board uses the independence criteria set forth in the NASDAQ Listing Rules currently applicable to the Company. The board of directors has surveyed each of the directors and has determined that Messrs. Allen, Cole, Chiddix, Huff, Rigsby, Simmons and Zoffinger and Ms. Toben are independent.
From time to time, the board may establish other committees as it deems necessary.
The audit committee of the board of directors reviews, acts on and reports to our board with respect to various auditing and accounting matters. The audit committee is directly responsible for the appointment, compensation and oversight of the independent auditors; pre-approves all audit and permissible non-audit services provided by the independent auditors; reviews and approves the Company’s financial statements; reviews and evaluates the Company’s internal control structure and procedures for financial reporting and disclosure controls and procedures; discusses with management the Company’s financial risk assessment and financial risk management policies; monitors compliance with the Company’s code of ethics; sets procedures for the receipt and treatment of complaints regarding accounting, controls and auditing matters; and retains professional advisors.
For details of the composition of the audit committee and its charter, please click here.
For further details about internal control and risk management systems, please see below.
The compensation committee of the board of directors is responsible for determining the annual compensation of our executive officers and directors; approves the nature and amount of compensation paid to, and the employment terms entered into with, our executives; establishes and evaluates performance based goals related to compensation; oversees our cash bonus and equity based plans; oversees our compensation and benefits policies relating to our executive officers; reviews and discusses with management the “Compensation Discussion and Analysis” which is set out in our proxy statement, and prepares a report to stockholders for this annual proxy statement.
For details of the composition of the compensation committee and its charter, please click here.
The executive committee of the board of directors is responsible for recommending individuals to serve as our executive officers, advising the board of directors with respect to the board’s committees and other structural issues, overseeing our management, approving budgets and recommending other changes in our management, operations, strategy and business.
For details of the composition of the executive committee, please click here.
The nominating and governance committee considers and recommends nominees for election to the board of directors, consistent with the board’s criteria for selecting new directors and independence requirements imposed by law and the NASDAQ Listing Rules. The nominating and governance committee also reviews the suitability for continued service of each existing director when his or her term expires or there is a significant change in his or her status, including his or her outside employment. In addition, the nominating and governance committee will assist the Board in its oversight of the Company's corporate governance.
For details of the composition of the nominating and governance committee and for its charter, please click here.
The business operations and technology committee advises the board on management’s activities in the areas of the Company’s business operations, technology and innovation.
For details of the composition of the business operations and technology committee, please click here.
Nomination and Election of Directors
In evaluating nominees, the nominating and governance committee generally considers the current size and composition of the board of directors, including the current number of independent directors and whether there is a vacancy on the board of directors. The nominating and governance committee also considers the skills and experience of the existing directors and the nominee relative to the Company’s business and its needs, the nominee’s individual reputation for integrity, honesty and adherence to high ethical standards, the nominee’s demonstrated business acumen and ability to exercise sound judgments that relate to the Company’s current and long-term objectives, the nominee’s ability to act in the interests of all stockholders and the presence or absence of conflicts of interest that would or might impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. There is no difference in the evaluation of a nominee recommended by board members, management or stockholders.
In the case of a stockholder nomination of a director at a special meeting called for the purpose of electing directors, the Company will consider the notice timely if the Company receives such notice not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting is first given or made.
The notice must be accompanied by a written consent of each proposed nominee to being named or referred to in the Company’s proxy statement as a nominee of the board of directors and to serve as a director if elected. The Company may require any proposed nominee to furnish other information (which may include meetings to discuss the information) as may reasonably be required by the Company to determine the eligibility of the proposed nominee to serve as one of the Company’s directors.
No person is eligible for election as one of the Company’s directors unless he or she has been nominated in accordance with the procedures set forth in Article II, Section 5 of the By-Laws and referred to above. An officer of the Company presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the nomination was defective in accordance with the provisions of Article II, Section 5 of the By-Laws, and if the officer shall also determine, the officer shall so declare to the meeting that the defective nomination be disregarded.
Election of directors
Certificate of Incorporation and By-Laws
To access our By-Laws, please click here.
Appointment and replacement of directors
Issuance of shares and rights
Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the stock entitled to vote thereat held by such stockholder, save for holders of our Series A Junior Participating Preferred Stock. The holders of shares of our common stock do not have cumulative voting rights. There are currently no outstanding shares of Series A Junior Participating Preferred Stock.
Subject to adjustment for a stock dividend on, or a subdivision or combination of, our common stock, each share of Series A Junior Participating Preferred Stock will entitle the holder to 1,000 votes on all matters submitted to a vote of holders of the common stock. The holders of the Series A Junior Participating Preferred Stock will vote together with the holders of common stock as a single class.
Stockholders have no statutory pre-emptive rights under Delaware law and we do not provide such rights under our Certificate of Incorporation.
Amendments to the Certificate of Incorporation and the By-Laws
DGCL Section 242(b)(4) provides that, whenever the certificate of incorporation requires action by the board of directors or any stockholders greater than a majority, the provision requiring such greater vote shall not be amended except by such greater vote.
DGCL Section 102(b)(4) provides that the certificate of incorporation may require the vote of a larger portion of the voting stock than a majority to authorize any corporate action.
The Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds of shares of the voting stock to amend or repeal: (a) the By-Laws; and (b) the Certificate of Incorporation’s provisions regarding the amendment of the By-Laws and of the Certificate of Incorporation, classification of directors, removal of directors, indemnification of directors and officers, special meetings of stockholders, limitation on liabilities of directors, prohibition on action by written consent of stockholders and governing law.
Article X of the Certificate of Incorporation and Article X of the By-Laws provide that a majority of the board has concurrent power with the stockholders to make, alter or repeal the By-Laws except with respect to Article VIII of the By-Laws, which requires a supermajority vote for amendment by the board.
Stock Ownership Guidelines
Our chief executive officer, chairman and other senior executives are also subject to a stock ownership policy in order to align the interests of those individuals with the interests of our stockholders. The stock ownership policy requires our senior executives to retain a minimum of 50% of net vested restricted stock and 50% of the net stock realized on exercise of options (in each case net of stock sold to pay income tax and U.K. national insurance tax and, in the case of stock options, net of stock sold to pay the exercise price) until the relevant stock ownership level has been reached. An individual's stock ownership level is determined on the basis of a multiple of base salary: our chief executive officer and chairman are subject to a multiple of three times base salary; our senior executive officers are subject to a multiple of two times base salary; and other certain senior executives are subject to a multiple of one times base salary.
Policies Regarding Insider Trading and Hedging
Code of Ethics and Code of Conduct
We have also adopted a code of conduct for our directors, officers and other employees of the Company. Compliance with the code of conduct is required at every level of the Company. Employees who are aware of code of conduct breaches must, under the code of conduct, report them to their team leader, line manager, human resources representative or any other manager. The code of conduct contains conflict of interest provisions which require employees (including officers) involved in any activity or relationship that could lead to a conflict of interest to enter such information in a register of interests and to disclose it in writing to their immediate line manager. The code of conduct also contains provisions which deal (among other things) with confidentiality, discrimination and harassment, gifts to government officials and employees, insider trading and improper payments and bribes. To access our code of conduct, please click here.
Risk Management and the Board of Directors’ Role in Risk Oversight
The board also plans for succession to the position to chief executive officer as well as certain other senior management positions. To assist the board, the chief executive officer annually provides the board with an assessment of senior management personnel and succession potential and planning and their potential. He also provides the board with an assessment of persons considered potential successors to senior management positions.