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This excerpt taken from the MPW DEF 14A filed Apr 17, 2007. Committees
of the Board of Directors
The Board of Directors delegates certain of its functions to its
standing Audit Committee, Compensation Committee, Ethics,
Nominating, and Corporate Governance Committee, and Investment
Committee.
The Audit Committee is comprised of three
independent directors, Messrs. Dawson and Orr and
Ms. Kellett. Mr. Dawson serves as chairman. The Board
of Directors has determined that each member of the Audit
Committee is financially literate and satisfies the additional
independence requirements for audit committee members, and that
Mr. Dawson and Ms. Kellett each qualifies as an
“audit committee financial expert” under current
Securities and Exchange Commission (the “SEC”)
regulations. The Board of Directors has also determined that
Mr. Dawson’s service on three other public
companies’ audit committees has not impaired his ability to
effectively serve on our Audit Committee.
The Audit Committee oversees (i) our accounting and
financial reporting processes, (ii) the integrity and
audits of our financial statements, (iii) our compliance
with legal and regulatory requirements, (iv) the
qualifications and independence of our independent auditors, and
(v) the performance of our internal and independent
auditors. The specific functions and responsibilities of the
Audit Committee are set forth in the Audit Committee Charter, a
copy of which is posted on our website at
www.medicalpropertiestrust.com. The information on our website
is not part of this Proxy Statement. The report of the Audit
Committee begins on page 18 of this Proxy Statement.
The Compensation Committee is comprised of three
independent directors, Messrs. Orr and Holmes and
Ms. Clarke. Mr. Orr serves as chairman of the
Compensation Committee.
The principal functions of the Compensation Committee are to
evaluate the performance of our executive officers; review and
approve the compensation for our executive officers; review and
make recommendations to the Board of Directors with respect to
our incentive compensation plans and equity-based plans; and
administer our equity incentive plan. The Compensation Committee
also reviews and approves corporate goals and objectives
relevant to the Chief Executive Officer’s compensation,
evaluates the Chief Executive Officer’s performance in
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light of those goals and objectives, and establishes the Chief
Executive Officer’s compensation levels. The specific
functions and responsibilities of the Compensation Committee are
set forth in more detail in the Compensation Committee’s
Charter, a copy of which is posted on our website at
www.medicalpropertiestrust.com. The report of the Compensation
Committee begins on page 24 of this Proxy Statement.
The Compensation Committee makes all compensation decisions for
the Chief Executive Officer and all other executive officers.
The Compensation Committee also reviews and makes recommendation
to the full Board of Directors regarding the Company’s
incentive compensation plans and equity-based plans. In 2007 the
Compensation Committee engaged SMG Advisory Group LLC, or SMG, a
nationally recognized compensation consulting firm specializing
in the real estate industry, to assist the committee in
determining the amount and form of executive compensation and
considered information presented by SMG when reviewing the
appropriate types and levels for the Company’s non-employee
director compensation program. Information concerning the nature
and scope of SMG’s assignments and related disclosure is
included in “Compensation Discussion and Analysis”
beginning on page 20.
The Ethics, Nominating, and Corporate Governance Committee
is comprised of three independent directors, Mses.
Clarke and Kellett and Mr. Holmes. Mr. Holmes serves
as chairman of the Committee. The Ethics, Nominating and
Corporate Governance Committee is responsible for, among other
things, recommending the nomination of qualified individuals to
become directors; recommending the composition of committees of
our Board of Directors; periodically reviewing the Board of
Directors performance and effectiveness as a body; recommending
proposed changes to the Board of Directors; and periodically
reviewing our corporate governance guidelines and policies. The
specific functions and duties of the Committee are set forth in
its Charter, a copy of which is posted on our website at
www.medicalpropertiestrust.com.
The Ethics, Nominating, and Corporate Governance Committee will
consider all potential candidates for nomination for election as
directors who are recommended by the Company’s
stockholders, directors, officers, and employees. All director
recommendations must be made during the time periods, and must
provide the information required by Article II,
Section 2.03 of the Company’s Amended and Restated
Bylaws. All director recommendations should be sent to the
Ethics, Nominating, and Corporate Governance Committee,
c/o Secretary, Medical Properties Trust, Inc., 1000 Urban
Center Drive, Suite 501, Birmingham, Alabama 35242. The
Committee will screen all potential director candidates in the
same manner, regardless of the source of their recommendation.
The Committee’s review will typically be based on the
written materials provided with respect to a potential director
candidate. The Committee will evaluate and determine whether a
potential candidate meets the Company’s minimum
qualifications and requirements, whether the candidate has
specific qualities and skills for directors, and whether
requesting additional information or an interview is appropriate.
The Board of Directors has adopted the following minimum
qualifications and specific qualities and skills for the
Company’s directors, which will serve as the basis upon
which potential director candidates are evaluated by the Ethics,
Nominating, and Corporate Governance Committee:
(i) directors should possess the highest personal and
professional ethics, integrity, and values; (ii) directors
should have, or demonstrate an ability and willingness to
acquire in short order, a clear understanding of the fundamental
aspects of the Company’s business; (iii) directors
should be committed to representing the long-term interests of
our stockholders; (iv) directors should be willing to
devote sufficient time to carry out their duties and
responsibilities effectively and should be committed to serving
on the Board of Directors for an extended period of time; and
(v) directors should not serve on more than five boards of
public companies in addition to our Board of Directors.
The Ethics, Nominating and Corporate Governance Committee has
recommended the nomination of all eight of the incumbent
directors for re-election. The entire Board has approved such
recommendation.
The Investment Committee membership is comprised
of all of our current directors. Mr. Aldag serves as
chairman of the committee. The Investment Committee has the
authority to, among other things, consider and take action with
respect to all acquisitions, developments, and leasing of
healthcare facilities in which our aggregate investment will
exceed $10 million.
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Governance,
Ethics, and Stockholder Communications
Corporate Governance Guidelines. In furtherance of
its goal of providing effective governance of the Company’s
business and affairs for the long-term benefit of its
stockholders, the Board of Directors has approved and adopted
Corporate Governance Guidelines. The Corporate Governance
Guidelines are posted on our website at
www.medicalpropertiestrust.com.
Code of Ethics and Business Conduct. The Company
has adopted a Code of Ethics and Business Conduct which applies
to all directors, officers, employees, and agents of the Company
and its subsidiaries. The Code of Ethics and Business Conduct is
posted on our website at www.medicalpropertiestrust.com.
Stockholder and Interested Party Communications.
Stockholders and all interested parties may communicate with the
Board of Directors or any individual director regarding any
matter that is within the responsibilities of the Board of
Directors. Stockholders and interested parties should send their
communications to the Board of Directors, or an individual
director, c/o Secretary, Medical Properties Trust, Inc.,
1000 Urban Center Drive, Suite 501, Birmingham, Alabama
35242. The Secretary will review the correspondence and forward
any communication to the Board of Directors, or the individual
director, if the Secretary determines that the communication
deals with the functions of the Board of Directors or requires
the attention of the Board of Directors or the individual
director. The Secretary will maintain a log of all
communications received from stockholders.
The Company provides, free of charge, hard copies of our annual
report, our
Form 10-K,
our quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and all amendments to these reports as soon as reasonably
practicable after such material is electronically filed with, or
furnished to, the SEC. Also available, free of charge, are hard
copies of our Corporate Governance Guidelines, the charters of
our Ethics, Nominating and Corporate Governance, Audit, and
Compensation Committees, and our Code of Ethics and Business
Conduct. All of these documents are available on our website, as
well, at www.medicalpropertiestrust.com.
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