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Corporate Governance

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Corporate Governance

Overview

Uranium Energy Corp is committed to highest standard of corporate governance practices. The Company adheres to guidelines for effective corporate governance as prescribed by the NYSE MKT Company Guide, Part 8. The Company regularly reviews its practices to ensure that its standards are in compliance with required regulatory regimes.

Uranium Energy Corp is chaired by Alan P. Lindsay, Chairman and made up of 6 directors, 4 of which are considered independent of management pursuant to The NYSE MKT Company Guide, Section 803. Specific charters have been developed for the Board and for its various committees that set forth their roles and responsibilities. The Board’s actions are guided by the Company’s Audit, Compensation and Corporate Governance and Nominating Committee Charters.

The Company’s Board Committees consist of the following independent directors:

Board Committees

Audit Committee
David Kong, Chairman
Ivan Obolensky, Member
Vincent Della Volpe, Member

Compensation Committee
Vincent Della Volpe, Chairman
Ivan Obolensky, Member
David Kong, Member

Corporate Governance and Nominating Committee
Vincent Della Volpe, Chairman
Ivan Obolensky, Member
David Kong, Member

Code of Ethics

Code of Business Conduct for
Directors, Officers and Employees

The Board of Directors of Uranium Energy Corp. adopted the following Code of Business Conduct (the “Code”) for all directors, officers and employees of the Company. The “Company” includes Uranium Energy Corp. and all of its subsidiaries.

While there cannot be a specific rule for every situation you may encounter in your workday, we have adopted this Code to provide certain principles for the business conduct of the Company’s directors, officers and employees. In addition to this Code, you are expected to be familiar with and comply with the Company’s other policies and procedures, as well as adhere to the highest ethical standards in all your business dealings.

A violation of the law, or this Code is a serious matter.  A director, officer or employee that violates a law, government regulation or this Code will face appropriate disciplinary action, which may include demotion or immediate termination of employment for cause.

The provisions of this Code may be amended or waived only by the Company’s Board of Directors.

1.        Criteria for Ethical Decision Making

Before embarking on any course of action, you need to ask yourself these questions:

  • Is the life, health or safety of anyone, or the environment endangered by the action?
     
  • Is it legal?
     
  • Does it feel fair and honest?
     
  • Does it compromise trust or integrity?
     
  • Could I justify it to the public?

You are required to promptly discuss any questions or concerns you may have about this Code or the correctness of any past, present or anticipated conduct with a member of the executive team or a Human Resources Manager.

2.      Ethical Business Practices

Each employee is to be accountable to adhere to and advocate high standards of honest and ethical conduct as outlined in this Code.

3.      Fair Dealings

Deal fairly and honestly with the Company’s collaborators, suppliers, competitors, other employees, and anyone else with whom you have contact in the course of performing your job. You should not take unfair advantage of anyone through manipulation, concealment, misappropriate or abuse of confidential information, falsification, misrepresentation of material facts or any other unfair dealing practice.

The Company requires that all contracts, agreements and other documents correctly set forth the terms of the underlying business arrangement and that any such documents are reviewed and approved through established Company policy and procedures.

4.      Corporate Opportunities and Duty of Loyalty

You have a duty of loyalty to the Company, which includes a duty to advance the Company’s legitimate interests when the opportunity to do so arises. Accordingly, you may not use your position or the Company’s name, property, information or good will for personal gain or for the gain of others. You are further prohibited from taking advantage of a personal opportunity that is discovered through the use of corporate property, information or your position with the Company.

5.      Conflicts of Interest

A conflict of interest arises when your private interests interfere, or appear to interfere, in any way, with the interest of the Company as a whole. You are to take care to ensure that you identify and avoid any situation of actual or apparent conflict of interest.

Some conflicts are clear-cut; others are less obvious. For that reason, you must fully disclose to a member of the executive team all circumstances that could be construed or perceived as a conflict of interest. Full disclosure enables us to resolve unclear situations and create an opportunity to dispose of or ethically handle conflicts of interest before any difficulty can arise. To the extent a conflict of interest cannot be avoided in a reasonable fashion then appropriate procedures must be put in place to minimize the involvement of any conflicted individuals in the relationship or interaction, giving rise to the conflict. Failure to make required disclosures or resolve conflicts of interest satisfactorily can result in discipline up to and including termination of employment.

Any employment agreement with the Company may appropriately prohibit an employee’s employment or engagement in any capacity in any other business without the prior permission of the Company. This provision broadly addresses potential conflicts of interest. Specific examples include, but are not limited to:

  • Acting as an employee, director or officer of or a consultant to, a competitor or potential competitor of the Company, regardless of the nature of the employment or consulting relationship;
     
  • Holding a substantial interest in a business which is a customer, competitor or supplier of the Company or which otherwise does business with the Company;  
     
  • The purchase of merchandise or services for the Company from, or placement of other business with, a company directly or beneficially owned or controlled by an employee, director or officer of the Company, his or her spouse, relative, in-law or co-habitant;
     
  • Serving as proprietor, general partner, officer or director of any business (except charitable organizations or family businesses that in no way compete with the Company or do business with the Company) without first obtaining written consent of the CEO of the Company. (Non-employee directors of the Company are excluded from this prohibition.).

6.      Accepting or Giving Gifts

You must avoid activities or relationships that conflict with the Company’s interests or adversely affect the Company’s reputations. The types of activities and relationships you must avoid include, but are not limited to:

  • Accepting or soliciting a gift, favor, or service that is intended to, or might appear to, influence the employee’s decision-making or professional conduct.
     
  • Giving or offering to give any gift, gratuity, favor, entertainment, reward, “bribe” or “kickback” or any other thing of value that might influence or appear to influence the judgment or conduct of the recipient in the performance of his or her job. This includes transactions with government personnel, customers and suppliers.

You may give or receive unsolicited gifts or entertainment only in cases where the gifts or entertainment are of nominal value, are customary to the industry, will not violate any laws and will not influence or appear to influence the recipient’s judgment or conduct at his or her employer’s business.

7.      Fraud, Theft or Dishonesty

You will not commit any acts of fraud, theft, dishonesty, embezzlement, misappropriation or falsification in connection with the performance of your duties for the Company. The Company reports any suspicion of fraud or theft to the applicable law enforcement agency.

8.      Compliance with Laws, Regulations and Rules

You will at all times obey and comply with all federal, provincial, state and local laws, regulations and ordinances of the countries in which we operate, including but not limited to:

  • Health and safety laws concerning the workplace;
     
  • Civil rights laws concerning harassment and job discrimination;
     
  • Employment laws concerning payment of minimum wage, overtime requirements, child labor and general working conditions;
     
  • Immigration related laws concerning the hiring of legally documented workers
     
  • Laws concerning racketeering and corrupt practices
     
  • Laws concerning the proper maintenance of books, records and internal controls
     
  • Laws, regulations, and accepted industry practices concerning drug development and commercialization
     
  • Laws prohibiting illegal payments, gifts, bribes or kickbacks to governmental officials, political parties or others
     
  • Privacy laws
     
  • Environmental laws
     
  • Laws prohibiting misappropriation, unauthorized use, reproduction or distribution of any third party’s trade secrets, copyrighted information or confidential proprietary information
     
  • Antitrust and other laws prohibiting unfair competition or restraint of trade
     
  • Any other applicable law or regulation ordinance

You will not commit or condone an unethical or illegal act nor instruct another employee, consultant, contractor, supplier or representative of the Company to do so. You will not authorize or permit any consultant, contractor, distributor or representative of the Company to have authority to enter into, incur, make, change, enlarge or modify any contract, liability or agreement, obligation, representations, guarantee, warranty or commitment on behalf of the Company or its affiliated companies unless expressly approved by duly authorized representatives of the Company in the performance of the services contemplated under their respective agreement.

You are expected to be sufficiently familiar with any laws that apply to our work, to recognize potential breaches and to know when to seek legal advice. If in doubt, you should discuss the matter with a member of the executive team.

9.      Insider Information and Tipping

Securities laws prohibit the buying and selling of any securities, including Company securities, as well as securities of partners, contractors, suppliers and all other corporations, by anyone who possesses material, non-public information relating to the issuer of the securities. Material non-public information is information which, if disclosed, would reasonably be expected to have a significant impact on the market value of such securities or which would be likely to influence an investor’s decision to purchase or sell a security.

From time to time the Company implements stock trading blackout periods during which time directors, officers and employees are restricted from buying or selling shares. Background information on blackouts is made available to employees on the Company’s internet site.

Also prohibited is “tipping” – the disclosure of material, non-public information to anyone other than in the necessary course of business. “Tipping” is a violation of the law and may result in civil or criminal liability of the person who passes material non-public information to another person who buys or sells securities while in possession of the information.

The Company does not condone, nor assist others in conducting activities which contravene the securities laws.

10.      Accounting and Recordkeeping

Many people associated with the Company, not just accountants and controllers, participate in the financial control and reporting processes of the Company. If you have ANY responsibility for any aspect of the Company’s financial activities (including, but not limited to, processing of cash receipts or processing or approval of payments; creation, processing or approval of invoices and credit memos; payroll and benefits decisions; approval of expense reports and any and all other transactions; or the estimation of reserves or other claims or the amount of any accrual of deferral; or the recording of any of the foregoing in the Company’s ledgers) and/or the preparation of the Company’s financial statements or other reports, you must ensure your involvement complies with complete and accurate procedures as per established Company practice.

You shall not subvert the Company’s established systems of internal management and accounting controls, maintain funds or assets for any illegal or improper purposes or make false or misleading statements in any Company documents, reports or records. No undisclosed or unrecorded accounts may be established using the Company’s funds or other assets. All accounting records and the financial reports produced from those records must be kept and presented in accordance with applicable law, must accurately and fairly reflect in reasonable detail the Company’s assets, liabilities, revenue and expenses, and must be in accordance with generally accepted accounting principles.

Transactions must be supported by accurate and reasonably detailed documentation and recorded in the proper account. Best efforts are to be made to record transactions in the proper accounting time period. To the extent that estimates are necessary, they must be based on your good faith judgment and be supported by appropriate documentation. No payment or the related accounting entry may be approved or made with the intention or understanding that any part of the payment will be used for any purpose other than that described by the document supporting the entry or payment.

If you receive inquiries from the Company’s independent accountants, you must respond promptly, fully and accurately.

11.      Use of Company Property

You are entrusted with the care, management and cost-effective use of the Company’s property and you will not to make use of these resources for your own personal benefit or purposes or for the personal benefit of anyone else.

You will ensure that all Company property assigned to you is maintained in good condition and you should be able to account for such equipment. Any dispositions of Company property should be for the benefit of the Company and not for personal benefit.

Access to the Company’s computer systems is restricted where computer systems are defined as any combination of hardware, programs, applications, peripheral devices, personnel and/or associated documentation.

Passwords are to be kept confidential and use of the computer systems is limited to authorized business purposes with the exception of nominal personal use of email and voicemail which does not interfere or conflict with business use.

12.      Proprietary and Confidential Information, Intellectual Property and Inventions

We want our employees to be well informed about our business, our plans for the future, and the successes and challenges we have along the way. In return for this openness, the Company places trust in its employees to maintain, absent a court order or other legal requirement, the confidentiality of our proprietary information and those aspects of our business that we have not yet shared with shareholders and the general public.

You are to take all reasonable measures to protect the confidentiality of non-public information about the Company obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation of legal or regulatory process. You must use proprietary information only for the Company’s legitimate business purposes, and not for your personal benefit or the personal benefit of anyone else.

To provide the Company with reasonable protection against disclosure of trade secrets and confidential information, all employees are required to sign an Employment Agreement prior to their start with the Company that includes clauses addressing Confidential Information, Invention Assignment and a Prior Invention declaration. These clauses state in part that the Company retains exclusive ownership of all inventions and discoveries arising out of employment and any information pertaining to the business or research activities of the Company.

Proprietary and confidential information is any information about the Company that has not been disclosed to the public and includes, without limitation:

  • The Company’s ideas, discoveries, inventions, formulae, algorithms, techniques, processes, know how, trade secrets, research, laboratory notes, data, analysis, assays, designs, methods, flow charts, drawings, specifications, plans, prototypes, apparatus, devices, specimens, manufacturing and production processes
     
  • Regulatory filings  and correspondences
     
  • Software
     
  • Information concerning actual or projected sales, earnings or operating results or business transactions
  • Customer and supplier lists, relationship with consultants, contracts, business plans and marketing strategies
     
  • Personnel information

It is each employee’s responsibility to know what is confidential or proprietary and ensure that they use it only in the performance of duties with the Company. If unsure, consider the information to be confidential until you obtain clarification.

13.      Reporting and Compliance Procedures

Every employee, officer and director has the responsibility to ask questions, seek guidance, report suspected violation and express concern regarding compliance with this Code, including but not limited to questionable accounting, internal accounting control or auditing matters.

Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code has the responsibility to report such information.

You should first talk to any member of the executive team or a Human Resources manager.

If you are not comfortable reporting to the above, it is not feasible, or such reporting has resulted in unsatisfactory results, you are to report such suspected violations to an independent member of the Board’s Audit Committee as set out below.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or persecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

14.      Whistle-blower Protection

Any employee, officer, stockholder or third party who has a concern about the Company’s business conduct or any possible violations of law, or of this Code, or about its accounting, internal accounting controls or financial or auditing matters may communicate that concern directly to the Chairman of the Board of the Company or Chairman of the Audit Committee of the Board.

Such communication may be confidential. You may also contact these persons to report any issues, complaints or concerns about potential breaches in ethics, compliance requirements or company policy.

Contact information:

David Kong
Chairman of the Audit Committee
1830 - 1030 West Georgia Street
Vancouver, BC  V6E 2Y3
Tel: (604) 682-9775
Toll Free: (866) 748-1030
Email: dkong@uraniumenergy.com 

All such concerns will be forwarded to one or more appropriate individuals, inside or outside of the Company, for their review. The status of all outstanding concerns addressed to the Chairman of the Board or the Chairman of the Audit Committee will be reported to the Audit Committee periodically. The non-employee directors of the Audit Committee may direct specialized support, including the retention of outside advisors or counsel with payment by the Company, for any concern addressed to them.

No adverse action or retribution of any kind (i.e. discharge, demote, suspend, threaten or harass or in any other manner discriminate against an employee in the terms and conditions of employment) will be taken by the Company against any employee because he or she reports in good faith a suspected violation of this Code or other irregularity by any person other than the reporting employee.

15.      Waivers and Amendments

While some of the policies contained in this Code must be strictly adhered to and no exception can be allowed, in other cases exception may be possible. Any executive officer or director who seeks an exception to any of these policies should contact the Chairman of the Board of Directors. Any waiver of this Code for executive officers and directors or any change to this Code that applies to executive officers or directors may be made only by the Board of Directors of the Company and will be disclosed as required by law or stock market regulations.

Any other employee or officer who believes that an exception to any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that an exception is appropriate, the approval of the Chief Executive Officer must be obtained. The Chief Executive Officer shall be responsible for maintaining a complete record of all requests for exceptions to any of these policies and the disposition of such requests.

16.      Administration and Distribution

The Company’s Board of Directors and Audit Committee have established the standards of business conduct contained in this Code and oversees compliance with this Code. 

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company. It will also be made available via the Company’s Internet site.

Strict adherence to this Code is vital. Managers are responsible for ensuring that employees are aware of and understand the provisions of the Code. For clarification or guidance on any point in the Code of Business Conduct, please consult a member of the executive team or a Human Resources Manager.

Audit Committee Charter

Audit Committee Charter

I.         PURPOSE

The purpose of the Audit Committee shall be to assist the Board of Directors of the Company in fulfilling its oversight responsibilities with respect to (l) the integrity of the financial statements of the Company, (2) the independent auditor's qualifications and independence, (3) the performance of the Company's internal financial controls and audit function and the performance of the independent auditors, and (4) the compliance by the Company with legal and regulatory requirements.

II.        COMMITTEE MEMBERSHIP

  1. For so long as the Company is a Small Business Issuer (as defined in Regulation S-B adopted by the Securities and Exchange Commission (the "SEC"), the Audit Committee shall consist of no fewer than two directors as determined by the Board.
     
  2. All of the members of the Audit Committee shall meet the applicable independence and experience requirements of the Law, including Sarbanes-Oxley, rules promulgated by the SEC, and rules promulgated by the NYSE MKT LLC equities exchange (the "MKT"), except to the extent that the MKT rules permit a director who is not independent pursuant to such rules to be a member of the Audit Committee.
     
  3. The members and Chairperson of the Audit Committee shall be appointed and may be removed by the Board.
     
  4. Each member of the Audit Committee shall in the judgment of the Board have the ability to read and understand the Company's basic financial statements.
     
  5. One of the members of the Audit Committee shall be a "financial expert" pursuant to the requirements of the SEC and "financially sophisticated" pursuant to the requirements of MKT.
     
  6. No director who serves on the audit committee of more than three public corporations other than the Company shall be eligible to serve as a member of the Audit Committee.

III.      EXTERNAL ADVISORS

The Audit Committee shall have authority to engage independent counsel and other advisers as it deems necessary to carry out its duties. The Audit Committee shall also have authority to obtain advice and assistance from any officer or employee of the Company.

IV.       FUNDING

The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to the Company's independent public accountants as well as any other accounting firm engaged to perform audit, review or attest services for the Company, (ii) any independent counselor other adviser retained by the Audit Committee and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. The Audit Committee shall promptly report to the Board of Directors its engagement of any advisor, including the scope and terms of such engagement.

V.        RESPONSIBILITIES

The Audit Committee shall:

  1. Meet as often as it determines, but not less frequently than as required by the SEC, MKT or other applicable rule or regulation.
     
  2. Be directly responsible for the appointment, compensation, retention and oversight of the work of the Company's independent public accountants and the independent public accountants shall report directly to the Audit Committee.
     
  3. Ensure receipt of an annual formal written statement from the Company's independent public accountants delineating all relationships between the independent public accountants and the Company and discuss with the independent public accountants any such relationships that may impact the objectivity and independence of the independent public accountants, and take appropriate action to oversee the independence of the independent public accountants.
     
  4. Assure the regular rotation of the lead audit partner and the concurring partner every five years (with a five year time-out period after rotation), and the regular rotation of other audit partners engaged in the Annual Audit every seven years (with a two year time-out period after rotation), or as otherwise required by law or the rules of the MKT.
     
  5. Be responsible for the pre-approval of all audit services and permissible non-audit services to be provided to the Company by the independent public accountants, subject to any exceptions provided in the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated there under.
     
  6. Review external and internal audit reports of the Company.
     
  7. Consult with the independent public accountants, senior management, the internal auditing staff of the Company and such other advisers as the Audit Committee may deem necessary regarding their evaluation of the adequacy of the Company's "internal controls over financial reporting" and "disclosure controls and procedures" (as such terms are defined by the SEC), and make specific recommendations to the Board of Directors in connection therewith.
     
  8. Review recommendations made by the independent public accountants and the internal auditing staff of the Company, report to the Board of Directors with respect thereto and with respect to external and internal audit reports of the Company, and take any necessary actions in connection therewith.
     
  9. Obtain and review annually, prior to the filing of the Company's Annual Report on Form 10-K or Form l0-KSB, a report from the independent public accountants describing (a) all critical accounting policies and practices used or to be used in the annual audit of the Company's year-end financial statements (the "Annual Audit"), (b) all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent public accountants, and ( c) other material written communications between the independent public accountants and management, such as any management letter or schedule of unadjusted differences, and discuss with the independent public accountants any material issues raised in such report.
     
  10. Review and discuss with the independent public accountants and management the Company's annual audited financial statements (including the MD&A) and recommend to the Board of Directors the inclusion of the Company's audited financial statements in its Form 10-K or Form l0-KSB.
     
  11. Review and discuss with the independent public accountants and management the Company's quarterly unaudited financial statements prior to the pubLication of the Company's earnings release and prior to the inclusion of such financial statements (including the MD&A) in the Company's Form 10-Q or Form 10-QSB.
     
  12. Prior to the filing of each Form 10-Q or Form 10-QSB and the Form 10- K or Form 10­KSB, be available to discuss with the independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 61 and other matters that should be communicated to the Audit Committee under the professional standards of the American Institute of Certified Public Accountants.
     
  13. Be responsible for the review and oversight of all related-party transactions, as such term is defined by the rules of the MKT.
     
  14. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, and review periodically with management these procedures and, if appropriate, any significant complaints received, to the extent required by the Act, the rules of the SEC or the MKT.
     
  15. Prepare a report to shareholders as required by the SEC and the MKT.
     
  16. Review legal and regulatory matters that may have a material impact on the financial statements.
     
  17. Review periodically the Company's Code of Ethics and the Company's program to monitor compliance therewith.
     
  18. Set clear hiring policies for employees or former employees of the independent public accountants.
     
  19. Review and reassess the adequacy of this Charter on an annual basis in accordance with applicable SEC and MKT audit committee requirements.
     
  20. Review and evaluate at least annually its own performance and effectiveness.
     
  21. Perform such other duties as the Board of Directors shall from time to time assign to the Audit Committee.

VI.       INVESTIGATIONS AND STUDIES

The Audit Committee may conduct or authorize investigations into or studies of matters within the Audit Committee's scope of responsibilities as described above, and shall have the authority to retain, at the expense of the Company, independent counselor other consultants necessary to assist in any such investigation or study.

VII.     LIMITATIONS

While the Audit Committee has the functions set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate or are in accordance with generally accepted accounting principles. The Company's management is principally responsible for Company accounting policies, the preparation of the financial statements and ensuring that the financial statements are prepared in accordance with generally accepted accounting principles. The Company's independent public accountants are responsible for auditing the Company's financial statements.

Nominating and Corporate Governance Committee Charter

Nominating and Corporate Governance Committee Charter

I.         PURPOSE

The purpose of the Committee is to (i) identify and recommend to the Board of Directors individuals qualified to be nominated for election to the Board of Directors, (ii) recommend to the Board of Directors the members and Chairperson for each Board committee, (iii) periodically review and assess the Company's corporate governance principles contained in this Charter and make recommendations for changes thereto to the Board of Directors.

II.        COMMITTEE MEMBERSHIP

  1. The Committee shall consist of no fewer than two directors as determined by the Board of Directors.
     
  2. All of the members of the Committee shall meet the applicable independence requirements of the law, including Sarbanes-Oxley, rules promulgated by the Securities and Exchange Commission (the "SEC"), and rules promulgated by the American Stock Exchange (the "MKT"), except to the extent that the MKT rules permit a director who is not independent pursuant to such rules to be a member of the Nominating and Corporate Governance Committee.
     
  3. The members and Chairperson of the Committee shall be appointed and may be removed by the Board of Directors.

III.      EXTERNAL ADVISORS

The Committee shall have the authority to (i) retain, at the Company's expense, a search firm and other expert advisors as it deems necessary to fulfill its responsibilities and (ii) determine, on behalf of the Company, the compensation of such advisors.

IV.       NOMINATION RESPONSIBILITIES

The following functions shall be the common, recurring activities of the Committee in carrying out its duties.

  1. The Committee shall lead the Company's search for individuals qualified to become members of the Board of Directors.
     
  2. The Committee shall evaluate and recommend to the Board of Directors for nomination candidates for election or reelection as directors.
     
  3. In the event of a vacancy on the Board of Directors, or if the Committee becomes aware of a pending vacancy and the Board of Director determines that such vacancy shall be filled by the Board of Directors, the Committee shall recommend to the Board of Directors a qualified individual for appointment to the Board of Directors.
     
  4. The Committee shall establish and oversee appropriate director orientation and continuing education programs.
     
  5. In assessing the qualification of a candidate, the Committee generally shall observe the following guidelines:
  • The Committee shall bear in mind any SEC or the MKT rules on independence and such other factors as it deems advisable;
  • Directors shall not be a director, consultant or employee of or to any competitor of the Company;
  • In considering candidates, the Committee shall consider their other obligations and time commitments and their ability to attend meetings in person; and
  • To avoid potential conflicts of interest, interlocking directorships will not be allowed. Interlocking directorships shall be deemed to occur if a senior executive officer of the Company serves on the board of or as a trustee of a company or institution that employs one or more directors (i.e., reciprocal directorships).

V.        CORPORATE GOVERNANCE RESPONSIBILITIES

  1. The Committee shall, from time to time, as the Committee deems appropriate, make recommendations to the Board of Directors regarding an appropriate organization and structure for the Board of Directors.
     
  2. The Committee shall, from time to time, as the Committee deems appropriate, evaluate the size, composition, membership qualifications, scope of authority, responsibilities, reporting obligations and charters of each committee of the Board of Directors.
     
  3. The Committee shall periodically review and assess the adequacy of the Company's corporate governance principles as contained in this Charter. Should the Committee deem it appropriate, it may develop and recommend to the Board of Directors for adoption of additional corporate governance principles.
     
  4. The Committee shall periodically review the Company's Certificate of Incorporation and Bylaws in light of existing corporate governance trends, and shall recommend any proposed changes for adoption by the Board of Directors or submission by the Board of Directors to the Company's stockholders.
     
  5. The Committee may make recommendations on the structure and logistics of board meetings and may recommend matters for consideration by the Board of Directors.
     
  6. The Committee shall consider, adopt and oversee all processes for evaluating the performance of the Board of Directors, each committee and individual directors.
     
  7. The Committee shall annually review and assess its own performance.

VI.       GENERAL

  1. The Committee shall perform any other duties or responsibilities delegate to the Committee by the Board of Directors from time to time.
     
  2. The Committee shall report regularly to the Board of Directors.

Compensation Committee Charter

I.              PURPOSE

The Compensation Committee of the Board of Directors of the Company assists the Board of Directors in fulfilling its oversight responsibilities relating to officer and director compensation and such other duties as directed by the Board of Directors.

II.             COMMITTEE MEMBERSHIP

  1. The Committee shall consist of no fewer than two directors as determined by the Board of Directors.
     
  2. Each of the members of the Committee shall have been affirmatively determined by the Board of Directors to meet the applicable independence requirements of the law, including the Sarbanes-Oxley Act of 2002, rules promulgated by the Securities and Exchange Commission (the “SEC”) and rules promulgated by the NYSE MKT LLC equities exchange (the “NYSE MKT”).  Without limiting the generality of the foregoing, for so long as the Company’s common shares are listed on the NYSE MKT, and unless the Board has resolved that it is appropriate for the Company to rely on an available exemption from such independence determination requirements under the NYSE MKT Company Guide, the Board of Directors, in confirming the independence of a member of the Committee, shall:
     
    1. (a) Affirmatively determine that such director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director as prescribed under Section 803(A)(2) of the NYSE MKT Company Guide and;

      (b) Affirmatively determine that such director meets the independence requirements as prescribed by Section 805(c)(1) of the NYSE MKT Company Guide, and in doing so, the Board must consider all factors specifically relevant to determining whether such director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to:
       
      1. (i) The source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director;

        (ii) Whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.
         
  3. The members and Chairperson of the Committee shall be appointed and may be removed by the Board of Directors.

III.            EXTERNAL ADVISERS

  1. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser (each, an “Adviser”).  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Adviser retained by the Committee.  The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to an Adviser retained by the Committee.
     
  2. The Committee may select an Adviser only after taking into consideration all factors relevant to that Adviser’s independence, including the following:
     
    1. (a) The provision of other services to the Company by the person that employs the Adviser;
       
    2. (b) The amount of fees received from the Company by the person that employs the Adviser, as a percentage of the total revenue of the person that employs the Adviser;
       
    3. (c) The policies and procedures of the person that employs the Adviser that are designed to prevent conflicts of interest;
       
    4. (d) Any business or personal relationship of the Adviser with a member of the Committee;
       
    5. (e) Any stock of the Company owned by the Adviser; and
       
    6. (f) Any business or personal relationship of the Adviser or the person employing the Adviser with an executive officer of the Company.
       
  3. Notwithstanding the engagement of an Adviser or the receipt of advice or recommendations from such an Adviser, the Committee:
     
    1. (a) Will in no way be obligated to implement or act consistently with the advice or recommendations of the Adviser, and
       
    2. (b) Will at all times exercise its own judgment in the fulfillment of the duties of the Committee.

IV.           RESPONSIBILITIES RELATED TO COMPENSATION

The Committee shall:

  1. Review and approve the Company’s compensation guidelines and structure.
     
  2. Review and approve on an annual basis the corporate goals and objectives with respect to compensation for the chief executive officer. The Committee will evaluate at least once a year the chief executive officer’s individual performance in light of these established goals and objectives and based upon these evaluations shall set his or her annual compensation, including salary, bonus, incentive and equity compensation. The chief executive officer may not be present when his or her compensation is considered or determined by the Committee.
     
  3. Review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers, including salary, bonus, incentive and equity compensation. The Committee will evaluate at least once a year each such officer’s individual performance in light of these established goals and objectives and, based upon these evaluations, shall set each such officer’s annual compensation.  No officer may be present when his or her compensation is considered or determined by the Committee.
     
  4. Review the Company’s incentive compensation and other equity-based plans and recommend changes in such plans to the Board of Directors as needed. The Committee may exercise the authority of the Board of Directors with respect to the administration of such plans.
     
  5. Periodically review and make recommendations to the Board of Directors regarding the compensation of non-management directors, including board and committee retainers, meeting fees, equity-based compensation, and such other forms of compensation and benefits as the Committee may consider appropriate.
     
  6. Review and approve for executive officers, including the chief executive officer, any employment, severance or change in control agreements.
     
  7. Approve any loans to employees as allowed by law.

V.            GENERAL RESPONSIBILITIES

The Committee shall:

  1. Regularly report to the Board of Directors on committee matters.
     
  2. Review and reassess the adequacy of this Charter and propose to the Board of Directors any changes to the Charter.
     
  3. Prepare a report of the Committee on executive compensation in accordance with SEC requirements to be included in the Company’s annual proxy statement.
     
  4. Annually assess the Committee’s performance.
     
  5. Perform such other functions assigned by law, NYSE MKT requirements, the Company’s Charter or bylaws or the Board of Directors.