| Full Board of Directors |
| Board independence rules |
Board to be comprised of a majority of independent directors
who meet in regular executive sessions; independent directors may not:
receive more than $60,000 per year other than for board service, be a
family member of a company’s executive officer, or be a former
employee of a company’s outside auditor within the last 3 years;
directors who are not independent due to interlocking compensation committees
or the receipt of more than $60,000 other than for board service subject
to three year “cooling off” period. |
| Increased role of independent directors in compensation and nomination
decisions |
Director nominations shall be approved by either a majority of the
independent directors or by an independent nominating committee; CEO
compensation shall be approved by either a majority of the independent
directors or by an independent compensation committee in a meeting at
which the CEO may be present. |
| Code of conduct for employees and directors |
Code applies to all directors and employees; code must be publicly
disclosed; waivers for executive officers and directors may only be granted
by the board and must be disclosed. |
| Audit Committee |
| Empower audit committees |
|
| Review committee charter |
Review charter to ensure that committee member requirements and committee
standards are codified. |
| Adopt whistle blower policy |
Establish procedures for dealing with external complaints regarding
the company’s accounting or employee whistle blowing. |
| Authority regarding audit services |
Audit committees shall: have the sole authority to appoint, determine
compensation for and oversee outside auditors, approve in advance all
permissible non-audit services, have the authority to engage and determine
compensation for independent counsel and other advisors, and establish
procedures for dealing with complaints concerning accounting and auditing
matters. |
| Audit committee standards |
All audit committee members shall be able to read and understand financial
statements at the time of their appointment; non-independent directors
may not serve on the audit committee for more than two years and may
not chair the audit committee; at least one member of the audit committee
shall have past professional experience in finance or accounting or other
qualifications making him or her sophisticated in financial matters. |
| Audit committee member independence rules |
Audit committee members shall not receive any payment other than for
board or committee service; Audit Committee members may not own or control
more than 20% of a company’s voting securities. |
| Reporting |
| Going concern qualification disclosure |
A going concern “qualification” in an audit opinion shall
be disclosed in a press release. |