This excerpt taken from the ISO DEF 14A filed Nov 21, 2008.
Committees of the Board
The Board has established an Audit Committee, a Compensation Committee, and a Corporate Governance Committee, each of which is comprised entirely of independent directors as that term is defined under the Exchange rules.
The Audit Committee consists of three directors, Dr. Calhoun (Chairman), and Messrs. Folkebrant and Owings. All of the members of the Audit Committee of the Board are independent as defined by the rules of the Exchange. The Board has determined that Dr. Calhoun is an audit committee financial expert as defined in regulations of the Securities and Exchange Commission (SEC). The Audit Committees responsibilities are selecting the Companys independent auditors, reviewing the plan and scope of the audit, approving any non-audit services provided by the Companys independent auditors, reviewing the Companys audit and control functions, overseeing of the Companys insider trading policy and reporting to the full Board regarding all of the foregoing. The Audit Committee Charter was attached as Appendix A to the 2007 Annual Meeting Proxy Statement dated April 27, 2007.
The Compensation Committee consists of Mr. Owings (Chairman), Dr. Calhoun and Mr. Pini. The Compensation Committee has responsibility for recommending to the Board guidelines and standards relating executive compensation, reviewing the Companys executive compensation policies, approving all executive compensation, overseeing managements recommendations for the compensation of other employees, and reporting to the full Board regarding the foregoing. The Compensation Committee also has responsibility for administering the Companys 2003 Equity Incentive Plan, as amended (the 2003 Plan), determining the number of options and shares of restricted stock to be granted to the Companys executive officers and employees pursuant to the 2003 Plan, approving each award under the 2003 Plan, regardless of the award level or recipient, and reporting to the full Board regarding the foregoing functions. The Chief Executive Officer will from time to time prepare analyses of Company and/or individual performance, including of named executive officers and may recommend a specific course of action. Ultimately the Compensation Committee, in conjunction with the full Board in certain circumstances, has the authority to accept, change, or reject these analyses and/or recommendations. The Compensation Committee may retain and terminate compensation consultants and/or attorneys to assist in the evaluation of director, executive officer, or other compensation, and has the sole authority to approve related consultant/legal fees and other retention terms. The Compensation Committee held four meetings in 2007. The Compensation Committee Charter was attached as Appendix B to the 2007 Annual Meeting Proxy Statement dated April 27, 2007.
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The Corporate Governance Committee was formed during 2004 and consists of Mr. Pini (Chairman), and Messrs. Owings, Folkebrant and McCarthy. The Corporate Governance Committee acts as both the Boards corporate governance and nominating committee. The Corporate Governance Committee reviews and makes recommendations to the Board regarding Board organization, membership (including the identification and recommendation of potential candidates for election to the Board), function and effectiveness, and committee structure, membership, function and effectiveness. The Corporate Governance Committee evaluates the performance of the Board as a whole, the committees of the Board and the individual directors. The Corporate Governance Committee held four meetings during 2007. The Corporate Governance Committee Charter was attached as Appendix C to the 2007 Annual Meeting Proxy Statement dated April 27, 2007.