GRIL » Topics » Committees of the Board

This excerpt taken from the GRIL DEF 14A filed Apr 28, 2006.

Committees of the Board

In order to facilitate the various functions of the Board of Directors, the Board has created a standing Audit Committee and a standing Compensation Committee. Committee assignments are re-evaluated annually and approved by the Board of Directors at its annual meeting that follows the annual meeting of the stockholders.



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Audit Committee. The Audit Committee operates pursuant to a written charter that was amended in February 2004 and is attached to the proxy statement filed with the SEC on April 26, 2004, and available for review on the SEC’s web site. Under its charter, the Audit Committee is given the sole authority and responsibility for the appointment, retention, compensation and oversight of our independent auditors, including pre-approval of all audit and non-audit services to be performed by our independent auditors.

Glenn Golenberg (Chairman), Stephen Ross and Bruce Schwartz are the members, and during 2005 were the members, of the Audit Committee. The Board of Directors has determined that each of the members of the Audit Committee satisfies the independence standards established by Nasdaq for Audit Committee members and that each of the members of the Audit Committee is qualified to serve on the Audit Committee based on their financial and accounting acumen. The Board of Directors has also determined that Glenn Golenberg meets the SEC criteria of an “audit committee financial expert”. Mr. Golenberg has extensive background and experience in accounting and finance, including serving as a principal in Golenberg & Co., an investment banking firm, service as a financial analyst and practice as a certified public accountant at an international accounting firm. Mr. Golenberg holds both an undergraduate and an MBA degree in accounting and is a CPA.

Compensation Committee. The Compensation Committee is responsible for reviewing and approving, on behalf of the Board, the amounts and types of compensation to be paid to Grill Concepts’ executive officers and the non-employee directors; provides oversight and guidance in the development of compensation and benefit plans for all Grill Concepts employees; and administers Grill Concepts’ stock-based compensation plans.

Stephen Ross (Chairman), Glenn Golenberg and Bruce Schwartz were the members, during 2005, of the Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee satisfies the independence standards established by Nasdaq. Mr. Schwartz’ service on the Compensation Committee began following the 2005 shareholders meeting in June 2005.

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