AMERICAN ORIENTAL BIOENGINEERING, INC.
CORPORATE GOVERNANCE GUIDELINES
Corporate Governance Guidelines reflect current policies of the Board of
Directors for the governance of AMERICAN ORIENTAL BIOENGINEERING, INC. and
its subsidiaries (the "Company"). These guidelines will be subject to
periodic review by the Board of Directors.
and affairs of the Company are managed by or under the direction of the
Company's Board of Directors (the "Board") in accordance
law. The Board's responsibility is to provide direction and oversight. The
Board establishes the strategic direction of the Company and oversees the
performance of the Company's business and management. The management of the
Company is responsible for presenting strategic plans to the Board for
review and approval and for implementing the Company's strategic direction.
In performing their duties, the primary responsibility of the directors is
to exercise their business judgment in the best interests of the Company.
should make every effort to attend meetings of the Board and the Board
committees of which they are members and all annual and special meetings of
stockholders. Attendance by telephone or video conference may be used to
facilitate a director's attendance. Directors
should also review the materials provided by management and advisors in
advance of the meetings of the Board and its committees and should arrive
prepared to discuss the issues presented.
It is the
policy of the Company that the Board consist of
the number of independent directors required by the stock exchange listing
standards and any other law or regulation applicable to the Company. The Board
shall affirmatively determine whether each director has any material
relationship with the Company that would cause the director not to be
independent under the applicable stock exchange listing standards and any
other law or regulation applicable to the Company.
Nominating and Corporate Governance Committee shall assess, develop and
communicate with the full Board concerning the appropriate criteria for
nominating and appointing directors as provided for in its charter.
Board Access to Management and Independent Advisors
shall have complete access to the Company's management and may meet
individually with members of management at any reasonable time. Management will provide information
requested by directors. Directors
will use discretion to avoid any undue burden on management or distraction
from their duties with the Company.
As necessary and appropriate, the Board and its committees may
retain, at the Company's expense, such independent counsel or other
advisors as they deem necessary and pursuant to the guidelines set forth in
their applicable charter.
Compensation Committee has the responsibility to determine and recommend to
the Board the compensation and benefits for non-employee directors in
accordance with the guidelines provided for in its charter.
Secession Planning for the Chief Executive Officer
Compensation Committee will review and assist the Board in developing
succession plans for the executive officers and other appropriate
management personnel. The Chief
Executive Officer will ensure that the Board has opportunities to become
acquainted with the senior officers of the Company and others who may have
the potential to handle significant management positions.
Evaluation of the Board and its Committees
Nominating and Corporate Governance Committee shall oversee an annual
review of the performance of the full board. Each Committee shall conduct an annual
self-evaluation as provided for in its respective charter.
Orientation and Continuing Education
working with the Nominating and Corporate Governance Committee, shall
provide an orientation process for new directors, including background
material on the Company and its business.
As appropriate, management and the Nominating and Corporate
Governance Committee shall prepare additional educational sessions for
directors on matters relevant to the Company and its business.