Aastrom Biosciences (ASTM)

 

During the fiscal year ended June 30, 2009, the Board of Directors held 7 meetings. Each director serving on the Board of Directors in fiscal year 2009 attended at least 75% of such meetings of the Board of Directors and the Committees on which he or she served.

 

Audit Committee

 

The Audit Committee’s function is to review with Aastrom’s independent accountants and management the annual financial statements and independent accountants’ opinion, review the scope and results of the examination of Aastrom’s financial statements by the independent accountants, review all professional services performed and related fees by the independent accountants, approve the retention of the independent accountants and periodically review Aastrom’s accounting policies and internal accounting and financial controls. Timothy M. Mayleben and Stephen G. Sudovar were members of the Audit Committee for the entire fiscal year 2009; Alan L. Rubino was a member of the Audit Committee from July 2008 to October 2008 when Nelson M. Sims replaced him on the committee. Robert L. Zerbe joined the Audit Committee in September 2009 when Timothy M. Mayleben resigned from the committee upon his agreement on September 3, 2009 to assume the roles of Chief Executive Officer, President and Chief Financial Officer immediately after the Company’s upcoming Annual Meeting of Shareholders. During the fiscal year ended June 30, 2009, the Audit Committee held 4 meetings. All members of the Company’s Audit Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules). During the fiscal year, Mr. Mayleben was appointed Chair of the Audit Committee and was designated as an audit committee financial expert as defined in the rules of the Securities and Exchange Commission (the “SEC”). As of September 2009, Mr. Sims was appointed the Chair of the Audit Committee and has been designated as an audit committee financial expert as defined in the rules of the SEC. The Audit Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors.”

 

Compensation Committee

 

The Compensation Committee’s function is to review and recommend to the full board salary and bonus levels and stock option or restricted stock grants with respect to executive officers, and to review and approve stock option or restricted stock grants with respect to all employees. Alan L. Rubino was the Chair and a member of the Compensation Committee for fiscal year 2009. Susan L. Wyant and Timothy M. Mayleben were members of the Compensation Committee from July 2008 to October 2008 when Stephen G. Sudovar and Robert L. Zerbe replaced them on the committee. During the fiscal year ended June 30, 2009, the Compensation Committee held 3 meetings. All members of the Company’s Compensation Committee are independent (as independence is defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules). The Compensation Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Compensation Committee, see “Report of the Compensation Committee of the Board of Directors on Executive Compensation” and “Executive Compensation and Other Matters.”

 

During the fiscal year ended June 30, 2008, the Board of Directors held 10 meetings. Each director serving on the Board of Directors in fiscal year 2008 attended at least 75% of such meetings of the Board of Directors and the Committees on which he or she served.

 

Audit Committee

 

The Audit Committee’s function is to review with Aastrom’s independent accountants and management the annual financial statements and independent accountants’ opinion, review the scope and results of the examination of Aastrom’s financial statements by the independent accountants, review all professional services performed and related fees by the independent accountants, approve the retention of the independent accountants and periodically review Aastrom’s accounting policies and internal accounting and financial controls. Timothy M. Mayleben and Alan L. Rubino were members of the Audit Committee for the entire fiscal year 2008; Stephen G. Sudovar joined the Audit Committee in November 2007 when Nelson M. Sims left the committee upon his appointment as Chairman of the Board. During the fiscal year ended June 30, 2008, the Audit Committee held 5 meetings. All members of the Company’s Audit Committee are independent (as independence is defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules). Mr. Mayleben has been designated as an audit committee financial expert, as defined in the rules of the Securities and Exchange Commission (the “SEC”). The Audit Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors.”

 

During the fiscal year ended June 30, 2007, the Board of Directors held five meetings. Each director serving on the Board of Directors in fiscal year 2007 attended at least 75% of such meetings of the Board of Directors and the Committees on which he or she served.

 

The Audit Committee’s function is to review with Aastrom’s independent accountants and management the annual financial statements and independent accountants’ opinion, review the scope and results of the examination of Aastrom’s financial statements by the independent accountants, review all professional services performed and related fees by the independent accountants, approve the retention of the independent accountants and periodically review Aastrom’s accounting policies and internal accounting and financial controls. The members of the Audit Committee for the fiscal year 2007 were Timothy M. Mayleben, Alan L. Rubino and Nelson M. Sims. Stephen G. Sudovar was a member of the Audit Committee until he was appointed Chairman in November 2006. During the fiscal year ended June 30, 2007, the Audit Committee held four meetings. All members of the Company’s Audit Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). Mr. Mayleben has been designated as an audit committee financial expert, as defined in the rules of the Securities and Exchange Commission (the “SEC”). The Audit Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors.”

 

The Compensation Committee’s function is to review and recommend to the full board salary and bonus levels and stock option or restricted stock grants with respect to executive officers, and to review and approve stock option or restricted stock grants with respect to all employees. The members of the Compensation Committee for the entire fiscal year 2007 were Timothy M. Mayleben and Alan L. Rubino. Susan L. Wyant joined the Compensation Committee in Novemeber 2006 when Stephen G. Sudovar left the committee upon his appointment as Chairman. During the fiscal year ended June 30, 2007, the Compensation Committee held seven meetings. All members of the Company’s Compensation Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). The Compensation Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Compensation Committee, see “Report of the Compensation Committee of the Board of Directors on Executive Compensation” and “Executive Compensation and Other Matters.”

 

The Corporate Governance and Nominating Committee’s (the “Governance Committee”) function is to assist Aastrom’s Board of Directors in fulfilling its responsibilities by reviewing and reporting to the Board of Directors upon (i) corporate governance compliance mechanisms, (ii) corporate governance roles amongst management and directors, and (iii) Board of Directors process enhancement. This committee also considers qualified candidates for appointment and nomination for election to the Board of Directors and makes recommendations concerning such candidates. Consistent with this function, the Governance Committee encourages continuous improvement of, and fosters adherence to, the Company’s corporate governance policies, procedures and practices at all levels. The members of the Governance Committee for the fiscal year 2007 were Nelson M. Sims, Susan L. Wyant and Robert L. Zerbe. Stephen G. Sudovar was a member of the Governance Committee until he was appointed Chairman in November 2006. During the fiscal year ended June 30, 2007, the Governance Committee held four meetings. All the members of the Governance Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). The Governance Committee acts pursuant to a written charter

 

During the fiscal year ended June 30, 2006, the Board of Directors held ten meetings. Each director serving on the Board of Directors in fiscal year 2006 attended at least 75% of such meetings of the Board of Directors and the Committees on which he or she served.

 

The Audit Committee’s function is to review with Aastrom’s independent accountants and management the annual financial statements and independent accountants’ opinion, review the scope and results of the examination of Aastrom’s financial statements by the independent accountants, review all professional services performed and related fees by the independent accountants, approve the retention of the independent accountants and periodically review Aastrom’s accounting policies and internal accounting and financial controls. The members of the Audit Committee for the fiscal year 2006 were Timothy M. Mayleben, Alan L. Rubino, Nelson M. Sims and Stephen G. Sudovar. During the fiscal year ended June 30, 2006, the Audit Committee held seven meetings. All members of the Company’s Audit Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). Mr. Mayleben has been designated as an audit committee financial expert, as defined in the rules of the Securities and Exchange Commission (the “SEC”). The Audit Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors.”

 

The Compensation Committee’s function is to review and approve salary and bonus levels and stock option or restricted stock grants. The members of the Compensation Committee for the fiscal year 2006 were Timothy M. Mayleben, Alan L. Rubino and Stephen G. Sudovar. During the fiscal year ended June 30, 2006, the Compensation Committee held six meetings. All members of the Company’s Compensation Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). The Compensation Committee acts pursuant to a written charter, which is available at the Company’s website, www.aastrom.com. For additional information concerning the Compensation Committee, see “Report of the Compensation Committee of the Board of Directors on Executive Compensation” and “Executive Compensation and Other Matters.”

 

The Corporate Governance and Nominating Committee’s (the “Governance Committee”) function is to assist Aastrom’s Board of Directors in fulfilling its responsibilities by reviewing and reporting to the Board of Directors upon (i) corporate governance compliance mechanisms, (ii) corporate governance roles amongst management and directors, and (iii) Board of Directors process enhancement. This committee also considers qualified candidates for appointment and nomination for election to the Board of Directors and makes recommendations concerning such candidates. Consistent with this function, the Governance Committee encourages continuous improvement of, and fosters adherence to, the Company’s corporate governance policies, procedures and practices at all levels. The members of the Governance Committee for the fiscal year 2006 were Nelson M. Sims, Stephen G. Sudovar, Susan L. Wyant and Robert L. Zerbe. During the fiscal year ended June 30, 2006, the Governance Committee held four meetings. All the members of the Governance Committee are independent (as independence is defined in Rule 4200(a)(15) of the NASD listing standards). The Governance Committee acts pursuant to a written charter which is available at the Company’s website, www.aastrom.com. For additional information concerning the Governance Committee, see “Report of the Corporate Governance and Nominating Committee of the Board of Directors.”