This excerpt taken from the BTUI DEF 14A filed Apr 20, 2007.
Election of Directors
The Company has nominated the people in the chart below to be elected to the Companys Board.
The persons named in the enclosed proxy intend to vote each share, as to which a proxy has been properly executed and returned and not revoked, to fix the number of directors at six and in favor of the election as directors of the six nominees named below, all of whom are currently directors of BTU, unless authority to vote for the election of any or all of such nominees is withheld by marking the proxy to that effect.
The persons elected as directors will serve until the next annual meeting of stockholders and until their successors are elected and shall qualify. It is expected that each of the nominees will be able to serve, but if any nominee is unable to serve, the proxies reserve discretion to vote or refrain from voting for a substitute nominee or nominees or to fix the number of directors at a lesser number.
During 2006, the Board held eight meetings. Each of the directors attended at least 85% of all Board and relevant committee meetings during the year.
Although there are no dispositive qualifications for service as a director of the Company, the Company seeks candidates who will have the integrity, business experience, commitment and independence to act in the best interest of the Company and its stockholders. Each director is urged to suggest appropriate candidates to the Chairman of the Board for consideration. The Board will also consider recommendations by stockholders and will evaluate any such recommended candidates against the same criteria as internally generated candidates. A stockholder may recommend a nominee by writing to Director Nominations, Board of Directors, BTU International, Inc., 23 Esquire Road, N. Billerica, MA 01862. Any nominees for the Board of the Company will be evaluated and recommended by a majority of the independent directors.
All members of the Companys Board, except for Paul van der Wansem, are independent as defined in Rule 4200(a)(15) of the NASDAQ listing standards. Our Board members are encouraged to attend the Companys Annual Meeting. In some cases, this has been impractical due to other obligations. Last year, all members of the Board, with the exception of Mr. Parkhill, attended the Annual Meeting.
The current members of the Companys committees are identified below:
The Company did not have a Nominating Committee in 2006. The size of the Board was deemed sufficient, thus a Nominating Committee meeting was not necessary.
The Audit Committee selects and oversees the independent public accountants to be engaged by the Company; reviews with the independent public accountants and management the Companys internal accounting procedures and controls; reviews with the independent public accountants the scope and results of their audit of the consolidated financial statements of the Company; reviews the adequacy of its charter; and performs other activities as the Board or the Committee deems appropriate. All Audit Committee members are independent as defined in Rule 4200(a)(15) of the NASDAQ listing standards. The Board determined that Mr. Wyman is an audit committee financial expert. The current Audit Committee charter is available on the Companys website at www.btu.com. The Committee held seven meetings during 2006.
The Compensation Committee administers the Companys stock option and compensation plans; reviews and evaluates the total compensation for the Companys executive officers; assists the Board in developing and evaluating potential candidates for executive positions; oversees the development of executive succession plans;
evaluates the Chief Executive Officer; reviews the adequacy of its charter; and reviews other matters as the Board or the Committee deems appropriate. The current Compensation Committee charter is available on the Companys website at www.btu.com. The Committee held two meetings during 2006.
The Governance Committee manages the selection of director nominees; reviews corporate governance principles, and oversees the evaluation of the Board and its dealings with management and appropriate committees of the Board. The Committee held three meetings during 2006.