Our common stock is listed on the New Zealand Stock Exchange and the Board of Directors applies the standards of that exchange for the purposes of determining the independence of our directors.
The relevant standards for independence under the New Zealand Stock Exchange listing rules (the “NZX Rules”) are available here.
Board of Directors
Our business and affairs are managed under the direction of our Board of Directors. The board is currently comprised of six directors, four of whom are independent. Our Certificate of Incorporation, and bylaws (and in some cases, the New Zealand Stock Exchange listing rules) provide that:
- We must have a minimum of four directors and a maximum of seven directors, with at least two directors ordinarily resident in New Zealand and at least three independent directors;
- Any person appointed as a director to fill a casual vacancy must retire from office at the next annual meeting but will be eligible for re-election;
- Directors are assigned to one of three classes with one of the classes of directors standing for election by the stockholders at the Annual Meeting each year.
- The Board’s power to authorize payment of remuneration by us to a director in his or her capacity as a director is subject to prior approval by ordinary resolution of our shareholders; and
- There are three Board Committees, namely, the Audit and Compliance Committee, Compensation Committee and Nominations Committee. Each Committee is comprised of members of the Board of Directors.
The Board meets regularly to direct management and will include sessions to consider the strategic direction and to review progress on our published projections and business plans. The specific responsibilities of the Board include:
- Working with management to set our strategic direction;
- Monitoring and working with management to direct our business and financial performance;
- Monitoring compliance and risk management;
- Selection of a CEO and election of other executive officers; and
- Ensuring that effective disclosure policies and procedures are adopted.
The Board complies with the Company’s Code of Conduct.
The Board has three formally constituted committees of directors. These committees review and analyze policies and strategies, usually developed by management, which are within their terms of reference. The committees examine proposals and, where appropriate, make recommendations to the Board. Committees do not take action or make decisions on behalf of the Board unless specifically authorized to do so by the Board.
Audit and Compliance Committee: The Audit and Compliance Committee is responsible for overseeing our risk management (including treasury and financing policies), treasury, insurance, accounting and audit activities, and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of independent accountants, reviewing the consolidated financial statements, and making recommendations to the Board on financial and accounting policies. The members of the Audit and Compliance Committee are Mark Russell (Chairman), Rick Bettle, Joseph Carrabino and Mark Weldon. The Board of Directors has determined that Rick Bettle qualifies as an "audit committee financial expert" and "independent" as defined under the applicable Securities and Exchange Commission rules. The Audit and Compliance Committee is governed by a charter.
Compensation Committee: The Compensation Committee is responsible for approving the goals and objectives of the CEO and for approving the CEO’s compensation, evaluating, in consultation with the CEO, the performance of the other Executive Officers and approving their compensation, making recommendations to the Board on proposed equity awards to officers and employees, making recommendations to the Board regarding the structure, terms and conditions of proposed cash or equity based incentive plans and reviewing the succession plan for the CEO and discussing with the CEO the succession plans for the CEO’s direct reports. The members of the Compensation Committee are David Liptak (Chairman), Joseph Carrabino and Mark Weldon. The Compensation Committee is governed by a charter.
Nominations Committee: The Nominations Committee is responsible for recommending candidates for election to the Board of Directors and for recommending directors to serve on Board Committees. The Nominations Committee will consider director nominees recommended by shareholders, if properly submitted. The members of the Nominations Committee are David Liptak, Rick Bettle (Chairman), Mark Russell, Joseph Carrabino and Mark Weldon. The Nominations Committee is governed by a charter.
Diligent Board Member Services, Inc. is publicly traded under the symbol DIL on the New Zealand Stock Exchange