The Board of Directors is comprised of five members, four of whom are deemed “independent” under applicable securities rules and practices. The Board meets regularly on AlterAg business and maintains the following standing committees:
The Audit Committee: (a) appoints, replaces, and supervises the Company’s independent auditors; (b) establishes policies and procedures for the review and preapproval by the Audit Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor; (c) reviews and discusses with the independent auditor: (i) its audit plans and audit procedures. including the scope. fees and timing of the audit; and (ii) the results of the annual audit examination and accompanying management letters; (d) reviews and discusses reports from the independent auditors on (i) all critical accounting policies and practices used by, and (ii) alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the independent auditor, and (iii) other material written communications between the independent auditor and management; (e) reviews with the independent auditor its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such matters as are required to be discussed with the Committee under generally accepted auditing standards; (f) reviews and discusses with management and the independent auditors various topics and events that may have significant financial impact on the Company or that are the subject of discussions between Management and the independent auditors; (g) reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; (h) establishes policies and procedures that ensure full transparency into the Company’s accounting and reporting systems; (i) reviews and discusses with management and the independent auditor: (i) the adequacy and effectiveness of the Company’s internal controls (including any significant deficiencies and significant changes in internal controls reported to the Committee by the independent auditor or management); (ii) the Company’s internal audit procedures; and (iii) the adequacy and effectiveness of the Company’s disclosures, controls and procedures, and management reports thereon; and, (j) otherwise monitors and supervises the Company’s financial reporting and disclosure procedures and obligations. The Audit Committee is comprised entirely of independent Directors and is chaired by Dr. Craig Bythewood.
The Nominating Committee: (a) selects individuals qualified to serve as directors of the Company; (b) recommends to the Board, directors qualified to serve on committees of the Board; (c) advises the Board with respect to the Board composition and procedures; (d) develops and recommends to the Board a set of corporate nominating principles applicable to the Company; (e) assists the Board in developing and evaluating potential candidates for executive positions; (f) develops and reviews senior management talent and succession plans; (g) oversees regular evaluations of the Board; and (h) oversees all aspects of corporate compliance with regulatory and licensing authorities. The Nominating Committee is comprised of a majority of independent Directors and is chaired by Dr. Rebecca Melton.
The Compensation Committee: (a) develops the Company’s compensation philosophy; (b) approves compensation plans in which Officers and Directors are eligible to participate, subject to the review of the full Board and stockholders, as appropriate; (c) recommends, supervises, and approves awards of stock options, other equity, prerequisites and other benefits, as well as employment and change of control contracts, subject to Board and stockholder approval, as may be required; (d) liaisons between the CEO and Board on all compensation and human resources issues; (e) recommends and/or approves the CEO’s compensation to the Board, as well as the compensation for his/her direct reports; (f) where appropriate, recommends changes to the compensation package for Board members, subject to approval by the entire Board; (g) selects and employs professional assistance it may require to accomplish its role, including legal counsel, accounting support, and compensation consultants; and (h) in conjunction with the Audit Committee, approves the Company’s overall compensation budget and plan concepts to ensure there are sufficient funds and/or awards available to fund the Company’s compensation initiatives. The Compensation Committee is comprised entirely of independent Directors and is chaired by Mr. Alan Wright.