CORPORATE GOVERNANCE

The board of directors is responsible for the following corporate governance policies of the Company. Management believes these initiatives comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder. In addition, management believes the Company’s corporate governance initiatives comply with the rules of the Nasdaq Stock Market. The board of directors will continue to evaluate, and improve upon as appropriate, the corporate governance principles and policies.

• Principles of Corporate Governance
• Guidelines for Public Disclosures & Communications with the Investor Community
• Insider Trading Policy
• Audit Committee Procedures for Handling Reports of Potential Misconduct

Additionally, the board of directors has adopted codes of business conduct and ethics that apply to all our directors, officers and employees. The codes address various topics, including:

• Compliance with Laws, Rules and Regulations
• Employment Practices
• Confidentiality
• Conflicts of Interest
• Business Entertainment & Gifts
• Payments to Government Personnel
  

BOARD COMMITTEES

The Company has established an audit committee, a compensation committee and a nominating and corporate governance committee. Management believes that the composition of these committees meet the criteria for independence under, and the functioning of these committees comply with the requirements of, the Sarbanes-Oxley Act, the rules of the Nasdaq Stock Market (including applicable phase-in provision) and applicable SEC rules and regulations.

The Company intends to comply with the requirements of the Nasdaq Stock Market with respect to committee composition of independent directors as they become applicable to the Company. Each committee has the composition and responsibilities described below.

AUDIT COMMITTEE

Our audit committee is authorized to approve and retain the independent auditors to conduct the annual audit of our financial statements; review the proposed scope and results of the audit; review and pre-approve audit and non-audit fees and services; review accounting and financial controls with the independent auditors and our financial and accounting staff; review and approve transactions between us and our directors, officers and affiliates; recognize and prevent prohibited non-audit services; and establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any.

COMPENSATION COMMITTEE

Our Compensation Committee is authorized to review and determine the compensation arrangements for management; establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; administer our stock incentive and purchase plans; oversee the evaluation of the Board of Directors and management; and review the independence of any compensation advisers.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The functions of our Governance Committee, among other things, include identifying individuals qualified to become board members and recommending directors; nominees and board members for committee membership; developing and recommending to our board corporate governance guidelines; review and determine the compensation arrangements for directors; and overseeing the evaluation of our board of directors and its committees and management.

CODE OF BUSINESS CONDUCT AND ETHICS