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ENER » Topics » Determination of Independence of Board Members

This excerpt taken from the ENER DEF 14A filed Oct 17, 2008.
Determination of Independence of Board Members. The Board has determined that each of Dr. Metz (who has decided to retire from the Board and is not standing for re-election) and Messrs. Avila, Barton, Belden, Frey, Ketelhut, Rabinowitz and Schreiber, and therefore a majority of the directors, are independent in accordance with the Nasdaq listing standards (which are incorporated into the Company’s Corporate Governance Principles). To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and meets categorical and other criteria set forth in the Nasdaq listing standards. In addition, the Board has determined that each member of the Audit Committee qualifies under the Audit Committee independence standards established by the Securities and Exchange Commission (the Commission and Nasdaq). Each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee is composed entirely of independent directors.

Mr. Morelli, due to his employment with the Company, is not an independent director.


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This excerpt taken from the ENER DEF 14A filed Oct 29, 2007.
Determination of Independence of Board Members. The Board has determined that each of Messrs. Avila, Frey, Ketelhut, Rabinowitz and Schreiber and Dr. Metz, and therefore a majority of the directors, are independent in accordance with the Nasdaq listing standards (which are incorporated into the Company’s Corporate Governance Principles). Also, Mr. Pistorio was determined to be an independent director during his service on the Board. To be considered independent, the Board must subjectively determine that a director does not have any direct or indirect material relationships with the Company and meets categorical and other criteria set forth in the Nasdaq listing standards. In addition, the Board has determined that each member of the Audit Committee qualifies under the Audit Committee independence standards established by the Securities and Exchange Commission (the Commission). Each of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Special Committee is composed entirely of independent directors.


 

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Neither Mr. Morelli, due to his employment with the Company, nor Mr. Stempel, due to his recent employment with the Company, is an independent director.

EXCERPTS ON THIS PAGE:

DEF 14A
Oct 17, 2008
DEF 14A
Oct 29, 2007

RELATED TOPICS for ENER:

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