FSYS » Topics » Committees

This excerpt taken from the FSYS DEF 14A filed Jul 7, 2008.

Committees

Audit Committee. Current members of the Audit Committee are Mr. King (Chair), Mr. Bryan and Mr. Nall. The Board of Directors has determined that Mr. King is an Audit Committee Financial Expert within the current rules of the Securities and Exchange Commission. The Audit Committee reviews with the Company’s independent

 

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auditors the scope, results and costs of the annual audit and the Company’s accounting policies and financial reporting. The Audit Committee met 15 times during the year ended December 31, 2007. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The members of the Audit Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15) and meet the additional requirements set forth in Nasdaq Marketplace Rule 4350(d)(2)(A).

Compensation Committee. Current members of the Compensation Committee are Mr. Bryan and Mr. Zanvercelli. The function of the Compensation Committee is to consider and propose executive compensation policies and to submit to the Board of Directors reports recommending compensation to be paid to the Company’s executive officers. All of the members of the Compensation Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15). The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The Compensation Committee met eight times during 2007.

Nominating and Corporate Governance Committee. Current members of the Nominating and Corporate Governance Committee are Mr. Bryan (Chair), Mr. Di Toro and Mr. King. The Nominating and Corporate Governance Committee is responsible for recruiting and recommending candidates for membership on the Board of Directors. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The members of the Nominating and Corporate Governance Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15). The Nominating and Corporate Governance Committee met three times during 2007.

This excerpt taken from the FSYS DEF 14A filed Nov 28, 2007.

Committees

Audit Committee. Current members of the Audit Committee are Mr. King (Chair), Mr. Bryan and Mr. Jacobs. The Board of Directors has determined that Mr. King is an Audit Committee Financial Expert within the current rules of the Securities and Exchange Commission. The Audit Committee reviews with the Company’s independent auditors the scope, results and costs of the annual audit and the Company’s accounting policies and financial reporting. The Audit Committee met 14 times during the year ended December 31, 2006. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The members of the Audit Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15) and meet the additional requirements set forth in Nasdaq Marketplace Rule 4350(d)(2)(A).

Compensation Committee. Current members of the Compensation Committee are Mr. Jacobs (Chair), Mr. Bryan and Mr. Zanvercelli. The function of the Compensation Committee is to consider and propose executive compensation policies and to submit to the Board of Directors reports recommending compensation to be paid to the Company’s executive officers. All of the members of the Compensation Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15). The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The Compensation Committee met four times during 2006.

Nominating and Corporate Governance Committee. Current members of the Nominating and Corporate Governance Committee are Mr. Bryan (Chair), Mr. Di Toro, Mr. King and Mr. Power. The Nominating and Corporate Governance Committee is responsible for recruiting and recommending candidates for membership on the Board of Directors. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a copy of which is available on the Company’s website at www.fuelsystemssolutions.com. The members of the Nominating and Corporate Governance Committee are “independent” as defined in Nasdaq Marketplace Rule 4200(a)(15). The Nominating and Corporate Governance Committee met five times during 2006.

Mr. Jacobs’ term as a director expires at this annual meeting. He has decided not to stand for re-election. The Board’s Nominating and Corporate Governance Committee intends to begin a search for a qualified replacement director to fill this vacancy. Mr. Jacobs’ replacement will be appointed to serve on the Board until the 2008 annual meeting at which time the replacement director will be presented to the stockholders for a vote.

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