MRY » Topics » Committees

This excerpt taken from the MRY DEF 14A filed Oct 23, 2006.

Committees

     The Board of Directors has established three committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.

     The Audit Committee presently consists of Ms. Diersen and Messrs. Krusen and Marchal. The main function of the Audit Committee is to oversee the Company’s accounting and financial reporting processes, internal systems of control, relationship with the independent registered public accounting firm and audits of the Company’s financial statements. The Audit Committee is also responsible for determining the appointment of the Company’s independent registered public accounting firm and any change in that appointment, and for ensuring the auditors’ independence. Each member of the Audit Committee is “independent,” as such term is defined in the listing standards for companies listed on the American Stock Exchange. Each member of the Audit Committee also satisfies the Securities and Exchange Commission’s additional independence requirement for members of audit committees. The Board has determined that Ms. Diersen, Chairman of the Audit Committee and Director, is an audit committee financial expert (as such term is defined by the Securities and Exchange Commission). The Board made such determination on the basis of Ms. Diersen’s prior experience, including, among other things, her extensive experience as a financial officer and in other positions that involve the performance of functions similar to those performed by a financial officer, as

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well as her educational background, as described above. The Audit Committee met eight times during the fiscal year ended June 30, 2006. A copy of the written charter adopted by the Board of Directors for the Audit Committee and as currently in effect is included on the Company’s website, www.memry.com. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter, and the Board of Directors confirms the Audit Committee Charter, on an annual basis.

     The Compensation Committee, the members of which are currently Messrs. de Beaumont, Coady and Dr. Snape, is authorized, subject to review by the entire Board (i) to determine the compensation of officers and directors of the Company and its subsidiaries and (ii) to review the adequacy of all employee benefit plans and revise existing plans or develop new plans when appropriate. The Compensation Committee is also authorized to make awards under, and oversee the administration of, the Company’s stock option plans. Each member of the Compensation Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Compensation Committee met four times during the fiscal year ended June 30, 2006.

     The Corporate Governance and Nominating Committee, the members of which are currently Messrs. Coady, Krusen and Marchal, is responsible for identifying, screening, and recommending qualified candidates to serve on the Company’s Board of Directors and for taking a leadership role in shaping the corporate governance of the Company. A copy of the written charter adopted by the Board of Directors for the Corporate Governance and Nominating Committee and as currently in effect is included on the Company’s website, www.memry.com. Pursuant to its charter, the Committee is directed, among other things, to: develop and recommend to the Board specific guidelines and criteria for selecting nominees to the Board; formulate a process to identify and evaluate candidates to be recommended; review periodically compensation programs for non-employee directors and make recommendations for changes when appropriate; evaluate the performance of incumbent members of the Board to determine whether to recommend such persons for re-election; and review the corporate governance principles of the Company and the Company’s Code of Conduct and Ethics, recommending changes where appropriate. Each member of the Corporate Governance and Nominating Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Corporate Governance and Nominating Committee met one time during the fiscal year ended June 30, 2006. During the second quarter of the fiscal year ending June 30, 2007 the Corporate Governance and Nominating Committee met to recommend the nomination of the directors for which proxies are being hereby solicited.

      It is the policy of the Company that the Corporate Governance and Nominating Committee consider recommendations for the nomination of directors submitted by holders of the Company’s shares entitled to vote generally in the election of directors. The Committee will give consideration to such recommendations that have been submitted in accordance with procedural requirements adopted by the Committee where it has not determined to re-nominate a qualified incumbent director. All stockholder nominating recommendations must be in writing, addressed to the Corporate Governance and Nominating Committee, care of the Secretary, Memry Corporation, 3 Berkshire Boulevard, Bethel, Connecticut 06801. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered. Stockholders wishing to recommend nominees for election as directors at an annual meeting should submit such recommendation, together with any relevant information that they wish the Corporate Governance and Nominating Committee to consider, no later than 120 days prior to such annual meeting of stockholders.

     In addition to the foregoing, stockholders may nominate directors for election without consideration by the Corporate Governance and Nominating Committee by complying with the eligibility, advance notice and other provisions of the Company’s Bylaws. Under the Company’s Bylaws, a stockholder is eligible to submit a stockholder nomination if the stockholder is entitled to vote for the election of directors at the meeting at which the director(s) will be elected. The stockholder also must provide the Company timely notice of the nomination and the notice must contain specified information concerning the nominee and the stockholder proposing the nomination. Any stockholder desiring a copy of the Company’s bylaws will be furnished a copy without charge upon written request to the Secretary of the Company at the address provided in this Proxy Statement. See “STOCKHOLDER PROPOSALS” below.

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This excerpt taken from the MRY DEF 14A filed Dec 21, 2005.

Committees

 

The Board of Directors has established three committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.

 

The Audit Committee presently consists of Messrs. Krusen and Marchal and Ms. Diersen. The main function of the Audit Committee is to oversee the Company’s accounting and financial reporting processes, internal systems of control, independent auditor relationships and audit of the Company’s financial statements. The Audit Committee is also responsible for determining the appointment of the Company’s independent registered public accounting firm and any change in that appointment, and for ensuring the auditors’ independence. Each member of the Audit Committee is “independent,” as such term is defined in the listing standards for companies listed on the American Stock Exchange. Each member of the Audit Committee also satisfies the Securities and Exchange Commission’s additional independence requirement for members of audit committees. The Board has determined that Ms. Diersen, Chairman of the Audit Committee and Director, is an audit committee financial expert (as such term is defined by the Securities and Exchange Commission). The Board made such determination on the basis of Ms. Diersen’s prior experience, including, among other things, her extensive experience as a financial officer and in other positions that involve the performance of functions similar to those performed by a financial officer, as well as her educational background, as described above. The Audit Committee met seven times during the fiscal year ended June 30, 2005. A copy of the written charter adopted by the Board of Directors for the Audit Committee and as currently in effect is included on the Company’s website, www.memry.com. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter, and the Board of Directors confirms the Audit Committee Charter, on an annual basis.

 

The Compensation Committee, the members of which are currently Messrs. Coady and de Beaumont and Dr. Snape, is authorized, subject to review by the entire Board (i) to determine the compensation of officers and directors of the Company and its subsidiaries and (ii) to review the adequacy of all employee benefit plans and revise existing plans or develop new plans when appropriate. The Compensation Committee is also authorized to make awards under, and oversee the administration of, the Company’s stock option plans. Each member of the Compensation Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Compensation Committee met five times during the fiscal year ended June 30, 2005.

 

The Corporate Governance and Nominating Committee, the members of which are currently Messrs. Krusen, Coady and Marchal, is responsible for identifying, screening, and recommending qualified candidates to serve on the Company’s Board of Directors and for taking a leadership role in shaping the corporate governance of the Company. A copy of the written charter adopted by the Board of Directors for the Corporate Governance and Nominating Committee and as currently in effect is included on the Company’s website, www.memry.com. Pursuant to its charter, the Committee is directed, among other things, to: develop and recommend to the Board specific guidelines and criteria for selecting nominees to the Board; formulate a process to identify and evaluate candidates to be recommended; review periodically compensation programs for non-employee directors and make recommendations for changes when appropriate; evaluate the performance of incumbent members of the Board to determine whether to recommend such persons for re-election; and review the corporate governance principles of the Company and the Company’s Code of Conduct and Ethics, recommending changes where appropriate. Each member of the Corporate Governance and Nominating Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Corporate Governance and Nominating Committee met one time during the fiscal year ended June 30, 2005. During the first quarter of the fiscal year ended June 30, 2006, the Corporate Governance and Nominating Committee met to recommend the nomination of the directors for which proxies are being hereby solicited.

 

It is the policy of the Company that the Corporate Governance and Nominating Committee consider recommendations for the nomination of directors submitted by holders of the Company’s shares entitled to vote generally in the election of directors. The Committee will give consideration to such recommendations that have been submitted in accordance with procedural requirements adopted by the Committee where it has not

 

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determined to re-nominate a qualified incumbent director. All stockholder nominating recommendations must be in writing, addressed to the Corporate Governance and Nominating Committee, care of the Secretary, Memry Corporation, 3 Berkshire Boulevard, Bethel, Connecticut 06801. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered. Stockholders wishing to recommend nominees for election as directors at an annual meeting should submit such recommendation, together with any relevant information that they wish the Corporate Governance and Nominating Committee to consider, no later than 120 days prior to such annual meeting of stockholders.

 

In addition to the foregoing, stockholders may nominate directors for election without consideration by the Corporate Governance and Nominating Committee by complying with the eligibility, advance notice and other provisions of the Company’s Bylaws. Under the Company’s Bylaws, a stockholder is eligible to submit a stockholder nomination if the stockholder is entitled to vote for the election of directors at the meeting at which the director(s) will be elected. The stockholder also must provide the Company timely notice of the nomination and the notice must contain specified information concerning the nominee and the stockholder proposing the nomination. Any stockholder desiring a copy of the Company’s bylaws will be furnished a copy without charge upon written request to the Secretary of the Company at the address provided in this Proxy Statement. See “STOCKHOLDER PROPOSALS” below.

 

This excerpt taken from the MRY 10-K filed Oct 28, 2005.

Committees

 

The Board of Directors has established three committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.

 

Audit Committee

 

The Audit Committee presently consists of Messrs. Krusen and Marchal and Ms. Diersen. The main function of the Audit Committee is to oversee the Company’s accounting and financial reporting processes, internal systems of control, independent auditor relationships and audit of the Company’s financial statements. The Audit Committee is also responsible for determining the appointment of the Company’s independent registered public accounting firm and any change in that appointment, and for ensuring the auditors’ independence. Each member of the Audit Committee is “independent,” as such term is defined in the listing standards for companies listed on the American Stock Exchange. Each member of the Audit Committee also satisfies the Securities and Exchange Commission’s additional independence requirement for members of audit committees. The Board has determined that Ms. Diersen, Chairman of the Audit Committee and Director, is an audit committee financial expert (as such term is defined by the Securities and Exchange Commission). The Board made such determination on the basis of Ms. Diersen’s prior experience, including, among other things, her extensive experience as a financial officer and in other positions that involve the performance of functions similar to those performed by a financial officer, as well as her educational background, as described above. The Audit Committee met seven times during the fiscal year ended June 30, 2005. A copy of the written charter adopted by the Board of Directors for the Audit Committee and as currently in effect is included on the Company’s website, www.memry.com. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter, and the Board of Directors confirms the Audit Committee Charter, on an annual basis.

 

Compensation Committee

 

The Compensation Committee, the members of which are currently Messrs. Coady and de Beaumont and Dr. Snape, is authorized, subject to review by the entire Board (i) to determine the compensation of officers and directors of the Company and its subsidiaries and (ii) to review the adequacy of all employee benefit plans and revise existing plans or develop new plans when appropriate. The Compensation Committee is also authorized to make awards under, and oversee the administration of, the Company’s stock option plans. Each member of the Compensation Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Compensation Committee met five times during the fiscal year ended June 30, 2005.

 

Corporate Governance and Nominating Committee

 

The Corporate Governance and Nominating Committee, the members of which are currently Messrs. Krusen, Coady and Marchal, is responsible for identifying, screening, and recommending qualified candidates to serve on the Company’s Board of Directors and for taking a leadership role in shaping the corporate governance of the Company. A copy of the written charter adopted by the Board of Directors for the Corporate Governance and Nominating Committee and as currently in effect is included on the Company’s website, www.memry.com. Pursuant to its charter, the Committee is directed, among other things, to: develop and recommend to the Board specific guidelines and criteria for selecting nominees to the Board; formulate a process to identify and evaluate candidates to be recommended; review periodically compensation programs for non-employee directors and make recommendations for changes when appropriate; evaluate the performance of incumbent members of the Board to determine whether to recommend such persons for re-election; and review the corporate governance principles of the Company and the Company’s Code of Conduct and Ethics, recommending changes where appropriate. Each member of the Corporate Governance and Nominating Committee is “independent,” as defined in the listing standards for companies listed on the American Stock Exchange. The Corporate Governance and Nominating Committee met one time during the fiscal year ended June 30, 2005. During the first quarter of the fiscal year ended June 30, 2006, the Corporate Governance and Nominating Committee met to recommend the nomination of the directors for which proxies are being hereby solicited.

 

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