ALTH » Topics » Independence of the Board of Directors

This excerpt taken from the ALTH DEF 14A filed Jun 2, 2009.

Independence of the Board of Directors

        As required under Nasdaq listing rules, a majority of the members of a listed company's board of directors must qualify as "independent," as affirmatively determined by the board of directors. The Company's Board of Directors consults with legal counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the Nasdaq listing rules, as in effect from time to time.

        Consistent with these considerations, after review of all relevant transactions or relationships between each director and director nominee, or any of their respective family members, and the Company, its senior management and its independent registered public accountants, the Board has affirmatively determined that the following directors are "independent" within the meaning of the applicable Nasdaq listing rules: Mr. Casey, Mr. Hen, Dr. Hoffman, Dr. Latts, Mr. Leff, Mr. Lynch and Mr. Stout. The Board also determined that William R. Ringo, who resigned as a director of the Company effective June 24, 2008, the date of the Company's 2008 Annual Meeting of Stockholders, was independent within the meaning of the applicable Nasdaq listing rules while serving as a member of the Board. In making these determinations, the Board found that none of the these directors or nominees for director had a material or other disqualifying relationship with the Company. In determining the independence of Messrs. Hen and Leff, the Board took into account that each of Messrs. Hen and Leff are Managing Directors of Warburg Pincus LLC, an affiliate of Warburg. In determining the independence of Dr. Latts, the Board took into account that Dr. Latts provided consulting services to Warburg Pincus LLC during the fiscal year ended December 31, 2008. In determining the independence of Mr. Ringo, the Board took into account that Mr. Ringo formerly served as CEO-in-residence of Warburg Pincus LLC. In determining the independence of Dr. Hoffman, the Board took into account that Dr. Hoffman served as President and Chief Executive Officer of the Company from July 1994 to December 2001. The Board did not believe that any of the foregoing relationships would interfere with the exercise of independent judgment by Messrs. Hen, Leff or Ringo or Drs. Latts or Hoffman in carrying out their responsibilities as directors of the Company. Mr. Berns, the Company's current President and Chief Executive Officer, is not an independent director.

These excerpts taken from the ALTH 10-K filed Apr 30, 2009.

Independence of The Board of Directors

        As required under Nasdaq listing rules, a majority of the members of a listed company's board of directors must qualify as "independent," as affirmatively determined by the board of directors. The Company's Board of Directors consults with legal counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the Nasdaq listing rules, as in effect from time to time.

        Consistent with these considerations, after review of all relevant transactions or relationships between each director and director nominee, or any of their respective family members, and the Company, its senior management and its independent registered public accountants, the Board has affirmatively determined that the following directors are "independent" within the meaning of the applicable Nasdaq listing rules: Mr. Casey, Mr. Hen, Dr. Hoffman, Dr. Latts, Mr. Leff, Mr. Lynch and Mr. Stout. The Board also determined that William R. Ringo, who resigned as a director of the Company effective June 24, 2008, the date of the Company's 2008 Annual Meeting of Stockholders, was independent within the meaning of the applicable Nasdaq listing rules while serving as a member of the Board. In making these determinations, the Board found that none of the these directors or nominees for director had a material or other disqualifying relationship with the Company. In determining the independence of Messrs. Hen and Leff, the Board took into account that each of Messrs. Hen and Leff are Managing Directors of Warburg Pincus LLC, an affiliate of Warburg. In determining the independence of Dr. Latts, the Board took into account that Dr. Latts provided consulting services to Warburg Pincus LLC during the fiscal year ended December 31, 2008. In determining the independence of Mr. Ringo, the Board took into account that Mr. Ringo formerly served as CEO-in-residence of Warburg Pincus LLC. In determining the independence of Dr. Hoffman, the Board took into account that Dr. Hoffman served as President and Chief Executive Officer of the Company from July 1994 to December 2001. The Board did not believe that any of the foregoing relationships would interfere with the exercise of independent judgment by Messrs. Hen, Leff or Ringo or Drs. Latts or Hoffman in carrying out their responsibilities as directors of the Company. Mr. Berns, the Company's current President and Chief Executive Officer, is not an independent director.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

        The following table sets forth the aggregate fees billed to the Company by PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, for services performed for each of the fiscal years ending December 31, 2008 and December 31, 2007.

 
  Audit Fees   Audit-Related
Fees
  Tax Fees   All Other
Fees
 

2008

  $ 369,765   $   $   $  

2007

  $ 463,965   $   $ 9,700   $  

        In the above table, in accordance with the SEC's definitions and rules, "Audit Fees" are fees the Company paid PricewaterhouseCoopers LLP for professional services for the audit of the Company's financial statements included in Form 10-K and review of financial statements included in Form 10-Qs,

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audits of the effectiveness of internal control over financial reporting, and for services that are normally provided by an accountant in connection with statutory and regulatory filings; and "Tax Fees" are fees for tax advice.

        All fees described above were pre-approved by the Audit Committee.

Independence of The Board of Directors



        As required under Nasdaq listing rules, a majority of the members of a listed company's board of directors must qualify as
"independent," as affirmatively determined by the board of directors. The Company's Board of Directors consults with legal counsel to ensure that the Board's determinations are consistent with
relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the Nasdaq listing rules, as in effect from time to time.



        Consistent
with these considerations, after review of all relevant transactions or relationships between each director and director nominee, or any of their respective family members,
and the Company, its senior management and its independent registered public accountants, the Board has affirmatively determined that the following directors are "independent" within the meaning of
the applicable Nasdaq listing rules: Mr. Casey, Mr. Hen, Dr. Hoffman, Dr. Latts, Mr. Leff, Mr. Lynch and Mr. Stout. The Board also determined that
William R. Ringo, who resigned as a director of the Company effective June 24, 2008, the date of the Company's 2008 Annual Meeting of Stockholders, was independent within the meaning of the
applicable Nasdaq listing rules while serving as a member of the Board. In making these determinations, the Board found that none of the these directors or nominees for director had a material or
other disqualifying relationship with the Company. In determining the independence of Messrs. Hen and Leff, the Board took into account that each of Messrs. Hen and Leff are Managing
Directors of Warburg Pincus LLC, an affiliate of Warburg. In determining the independence of Dr. Latts, the Board took into account that Dr. Latts provided consulting services to
Warburg Pincus LLC during the fiscal year ended December 31, 2008. In determining the independence of Mr. Ringo, the Board took into account that Mr. Ringo formerly served
as CEO-in-residence of Warburg Pincus LLC. In determining the independence of Dr. Hoffman, the Board took into account that Dr. Hoffman served as President
and Chief Executive Officer of the Company from July 1994 to December 2001. The Board did not believe that any of the foregoing relationships would interfere with the exercise of independent judgment
by Messrs. Hen, Leff or Ringo or Drs. Latts or Hoffman in carrying out their responsibilities as directors of the Company. Mr. Berns, the Company's current President and Chief Executive
Officer, is not an independent director.



NAME="do77601_item_14._principal_accounting_fees_and_services">
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES




        The following table sets forth the aggregate fees billed to the Company by PricewaterhouseCoopers LLP, the Company's independent
registered public accounting firm, for services performed for each of the fiscal years ending December 31, 2008 and December 31, 2007.


































































 
 Audit Fees  Audit-Related

Fees
 Tax Fees  All Other

Fees
 

2008

 $369,765 $ $ $ 

2007

 $463,965 $ $9,700 $ 




        In
the above table, in accordance with the SEC's definitions and rules, "Audit Fees" are fees the Company paid PricewaterhouseCoopers LLP for professional services for the audit
of the Company's financial statements included in Form 10-K and review of financial statements included in Form 10-Qs,



46










HREF="#bg77601a_main_toc">Table of Contents






audits
of the effectiveness of internal control over financial reporting, and for services that are normally provided by an accountant in connection with statutory and regulatory filings; and "Tax
Fees" are fees for tax advice.



        All
fees described above were pre-approved by the Audit Committee.



This excerpt taken from the ALTH DEF 14A filed Apr 29, 2008.

Independence of the Board of Directors

        As required under Nasdaq listing standards, a majority of the members of a listed company's board of directors must qualify as "independent," as affirmatively determined by the board of directors. The Company's Board of Directors consults with legal counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the Nasdaq listing standards, as in effect from time to time.

        Consistent with these considerations, after review of all relevant transactions or relationships between each director and director nominee, or any of their respective family members, and the Company, its senior management and its independent registered public accountants, the Board has affirmatively determined that the following directors or nominees for director are "independent" within the meaning of the applicable Nasdaq listing standards: Mr. Casey, Mr. Hen, Dr. Hoffman, Dr. Latts, Mr. Leff, Mr. Lynch and Mr. Ringo. The Board also determined that Mark G. Edwards, who resigned as a director of the Company effective June 19, 2007, the date of the Company's 2007 Annual Meeting of Stockholders, was independent within the meaning of the applicable Nasdaq listing standards while serving as a member of the Board. In making these determinations, the Board found that none of the these directors or nominees for director had a material or other disqualifying relationship with the Company. In determining the independence of Messrs. Hen and Leff, the Board took into account that each of Messrs. Hen and Leff are Managing Directors of Warburg Pincus LLC, an affiliate of Warburg. In determining the independence of Dr. Latts, the Board took into account that Dr. Latts provided consulting services to Warburg Pincus LLC during the fiscal year ended December 31, 2007. In determining the independence of Mr. Ringo, the Board took into account that Mr. Ringo formerly served as CEO-in-residence of Warburg Pincus LLC. In determining the independence of Dr. Hoffman, the Board took into account that Dr. Hoffman served as President and Chief Executive Officer of the Company from July 1994 to December 2001. The Board did not believe that any of the foregoing relationships would interfere with the exercise of independent judgment by Messrs. Hen, Leff or Ringo or Drs. Latts or Hoffman in carrying out their responsibilities as directors of the Company. Mr. Berns, the Company's current President and Chief Executive Officer, is not an independent director.

This excerpt taken from the ALTH DEF 14A filed Apr 30, 2007.

Independence of The Board of Directors

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accountants, the Board has affirmatively determined that the following directors or nominees for director are “independent” within the meaning of the applicable Nasdaq listing standards: Mr. Casey, Mr. Edwards, Mr. Hen, Dr. Latts, Mr. Leff, Mr. Lynch and Mr. Ringo. In making this determination, the Board found that none of the these directors or nominees for director had a material or other disqualifying relationship with the Company. In determining the independence of Mr. Edwards, the Board took into account the Company’s subscription to Recombinant Capital, Inc.’s database, rDNA.com, for $6,000 per year. The Board did not believe that this subscription would interfere with Mr. Edwards’ exercise of independent judgment in carrying out his responsibilities as a director. Mr. Edwards is Managing Director of Recombinant Capital. Dr. Hoffman, the Company’s Chairman of the Board, and Mr. Berns, the Company’s President and Chief Executive Officer, are not independent directors.

"Independence of the Board of Directors" elsewhere:

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