Board Committees

The Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The members of each committee are appointed by the Board and serve one-year terms.

Audit Committee

The Audit Committee assists the Board in its oversight of:

• the integrity of financial statements;
• the independent auditor’s qualifications and independence; and
• the performance of our independent auditors.

The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent auditors, currently Ernst & Young LLC. In addition, the Audit Committee must approve any related-party transaction entered into by the company.

Audit Committee Charter

Compensation Committee

The Compensation Committee reviews and makes recommendations to the Board regarding the compensation of and benefits awarded to our executive officers and key managers. The Compensation Committee also administers the issuance of stock options and other awards under our stock plans and establishes and reviews policies relating to the compensation and benefits of our employees.

Compensation Committee Charter

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee’s responsibilities include recommending to the Board the persons to be nominated for election as directors or to fill vacancies on the Board, and to be appointed to each of the Board’s committees and developing and recommending corporate governance principles and guidelines to the Board.

Nominating and Corporate Governance Committee Charter