Standing Committees

The current composition of the Board's committees is as follows:

Chairperson Member Designated Financial Expert
Audit Committee Nominating & Governance Committee

Independent Director

Derek Pannell
William J. Cox
John Fees
Dr. David Hamill
Arthur Jacobson Jr.
Rafael Miranda Robredo
Anne Schaumburg
Danesh Varma

Affiliated Director

Jeffrey Blidner

The responsibilities of the standing committees are set forth below:

1. Audit Committee

Audit Committee Charter – March 2016

The Audit Committee is responsible for:

  • monitoring the company's systems and procedures for financial reporting and internal controls;
  • reviewing all public disclosure documents and monitoring the performance of the company's external and internal auditors;
  • reviewing the company's quarterly and annual financial statements and management's financial analysis and review of operations prior to approval by the full board of directors and release to the public;
  • compliance with legal and regulatory requirements;
  • recommending to board the firm of chartered accountants to be nominated for appointment as the company's external auditor; and
  • approving the assignment of any permitted non-audit work to be performed by the external auditor.

2. Nominating & Governance Committee

Governance and Nominating Committee Charter – March 2016

The Governance and Nominating Committee is responsible for, in consultation with the Chairman:

  • reviewing the effectiveness of the board's operations and its relations with management;
  • assessing the performance, size and skills of the board, board committees and individual directors;
  • reviewing and recommending directors' compensation;
  • reviewing the credentials of potential candidates for election or appointment to the board; and
  • recommending nominees for board membership to the shareholders for election at the company's annual meeting of shareholders.