Our board of directors is responsible for creating the framework for corporate governance that ensures our business conduct aligns with our objectives and is in the best interest of our stakeholders. Good corporate governance extends beyond ideas and value statements and ensures we follow significant legal and regulatory requirements that hold our directors and officers accountable for the company’s financial condition.
All members of the audit committee are “independent” as defined by our charter and the New York Stock Exchange and have significant financial and/or accounting experience. The audit committee assists our board of directors in overseeing and monitoring (1) the systems of our internal accounting and financial controls; (2) our financial reporting processes; (3) the independence, objectivity and qualification of our independent auditors; (4) the annual audit of our financial statements; and (5) our accounting policies and disclosures.
The compensation committee was formed for the purpose of assisting our board of directors in fulfilling its responsibilities with respect to officer and director compensation. The compensation committee assists our board of directors by: (1) reviewing and approving the company’s corporate goals with respect to compensation of executive officers; (2) reviewing and acting on compensation levels and benefit plans for the executive officers, (3) recommending to our board of directors compensation for all non-employee directors, including the board and committee retainers, meeting fees and equity-based compensation; (4) administering and granting awards under, our Employee and Director Long-Term Incentive Plan; and (5) setting the terms and conditions of such awards in accordance with the Employee and Director Long-Term Incentive Plan.
The primary focus of the nominating and corporate governance committee is to assist our board of directors in fulfilling its responsibilities with respect to director nominations, corporate governance, board and committee evaluations and conflict resolution. The nominating and corporate governance committee assists our board of directors by: (1) identifying individuals qualified to serve on our board of directors and recommending that our board of directors select a slate of director nominees for election by stockholders at the annual meeting of stockholders; (2) overseeing an annual evaluation of our board of directors, each of its committees and management; (3) developing and recommending to our board of directors a set of corporate governance principles and policies; (4) periodically reviewing our corporate governance principles and policies and suggesting improvements thereto to our board of directors; and (5) considering and acting on any conflict-related matter.
Our board of directors has delegated to the investment committee certain responsibilities with respect to investment in specific investments proposed by our management team, and the authority to review our investment policies and procedures on an ongoing basis. The investment committee must at all times comprise of at least three members, a majority of whom must be independent directors.
Our code of ethics outlines the expectations for honest and ethical conduct between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC and in other public communications; compliance with applicable laws and governmental rules and regulations; and prompt internal reporting of violations of this code.