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AYR » Topics » Policies and Procedures for Review, Approval or Ratification of Transactions with Related PersonsThis excerpt taken from the AYR DEF 14A filed Apr 3, 2009. Policies
and Procedures for Review, Approval or Ratification of
Transactions with Related Persons
In April 2007, our Board adopted a Policy and Procedures with
Respect to Related Person Transactions, which we refer to as our
Related Person Policy. Pursuant to the terms of the Related
Person Policy, the Audit Committee must review and approve in
advance any related party transaction, other than those that are
pre-approved pursuant to pre-approval guidelines or rules that
may be established by the Audit Committee to cover specific
categories of transactions, including the guidelines described
below. All Related Persons (defined below) are required to
report to our legal department any such related person
transaction prior to its completion and the legal department
will determine whether it should be submitted to the Audit
Committee for consideration.
Our Related Person Policy covers all transactions, arrangements
or relationships (or any series of similar transactions,
arrangements or relationships) in which the Company (including
any of its subsidiaries) was, is or will be a participant and
the amount involved exceeds US$120,000, and in which any Related
Person had, has or will have a direct or indirect material
interest.
A “Related Person”, as defined in our Related Person
Policy, means any person who is, or at any time since the
beginning of the Company’s last fiscal year was, a director
or executive officer of the Company or a nominee to become a
director of the Company; any person who is known to be the
beneficial owner of more than 5% of any class of the
Company’s voting securities; any immediate family member of
any of the foregoing persons, which means any child, stepchild,
parent, stepparent, spouse, sibling,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother-in-law,
or
sister-in-law
of the director, executive officer, nominee or more than 5%
beneficial owner, and any person (other than a tenant or
employee) sharing the household of such director, executive
officer, nominee or more than 5% beneficial owner; and any firm,
corporation or other entity in which any of the foregoing
persons is employed or is a general partner or principal or in a
similar position or in which such person has a 5% or greater
beneficial ownership interest.
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