This excerpt taken from the QMAR 10-K filed Feb 29, 2008.
Our Board has determined that all existing members of our Board other than Mr. Molaris are independent directors under the NASDAQ Global Select Market corporate-governance rules. The Board has determined that each of the members of the CNG Committee qualifies as independent under applicable NASDAQ rules. In addition, all current members of the Audit Committee qualify as independent under Rule 10A-3 promulgated under the Securities Exchange Act of 1934 (the Exchange Act).
Board Meetings and Committees
The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Board agendas include regularly scheduled executive sessions for the non-management directors to meet without management or the other directors present. Our Board met in person four times in 2007 and held twelve telephonic meetings. The non-management directors met in executive session at the conclusion of two of the in-person meetings. In 2007, each Board member attended in person at least 83% of the total number of meetings of the Board and any committees on which he served. Our directors are expected to attend all meetings of the Board and of the committees of which they are members.
The Board currently has, and appoints the members of, three standing committees: the Audit Committee, the CNG Committee and the Conflicts Committee. The Board established the Audit and CNG Committee in July 2005 and the Conflicts Committee in December 2006. The Audit and CNG Committees have written charters approved by the Board. The Conflicts Committee does not have a charter but instead operates pursuant to a mandate adopted by the Board. These charters
are available on our website at www.quintanamaritime.com. We will also furnish, free of charge, copies of any charter to any person who requests them. Requests for copies should be directed to Mr. Steve Putman, 601 Jefferson St., Suite 3600, Houston, Texas 77002.
The members of the committees as of February 27, 2008 are identified in the following table:
Audit Committee. The Audit Committee has been established to assist the Board in fulfilling its responsibility to (i) oversee the quality and integrity of the financial statements and other financial information Quintana provides to any governmental body or the public; (ii) oversee Quintanas compliance with legal and regulatory requirements; (iii) oversee the independent external auditors qualifications and independence; (iv) oversee the performance of Quintanas internal audit function and the auditors; (v) oversee Quintanas systems of internal controls regarding finance, accounting, legal compliance and ethics that Quintanas management and the Board have established; (vi) facilitate an open avenue of communication among the auditors, financial and senior management, the internal auditing department, and the Board, with the auditors being accountable to the Audit Committee; and (vii) perform such other duties as are directed by the Board. The Audit Committee has sole responsibility for the retention and termination of the independent auditors. The Board has determined that Mr. Nelson, the Chairman of the Audit Committee, and Mr. Costalas qualify as audit committee financial experts, as defined by NASDAQ listing standards and SEC regulations. The charter of the Audit Committee limits the ability of members of the Audit Committee to serve on the audit committees of more than two other public companies. Mr. Nelson serves as the Chairman of the audit committees of three other public companies. Quintanas Board waived this restriction with respect to Mr. Nelson in light of the fact that Mr. Nelson devotes full time to making his capacity as a financial expert available to public companies, and the Board determined that Mr. Nelsons simultaneous service would not impair his ability to effectively serve on Quintanas Audit Committee. For additional information regarding Messrs. Nelson, Costalas, and Grewal, please see the biographical information above. The Audit Committee held four in-person meetings and four telephonic meetings in 2007. The report of the Audit Committee begins on page 83.
Compensation, Nominating and Governance Committee. The duties of the CNG Committee are to (i) review, evaluate, and approve Quintanas agreements, plans, policies and programs utilized to compensate the officers, directors, and when applicable, employees, consultants, contractors, agents or other providers of services to or for the benefit of Quintana or its affiliates; (ii) otherwise discharge the Boards responsibilities relating to compensation of Quintanas officers and directors; (iii) assist the Board by identifying individuals qualified to become board members and to recommend that the Board select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies; (iv) recommend to the Board director nominees for each committee of the Board; (v) advise the Board about appropriate composition of the Board and its committees; (vi) advise and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices; (vii) lead the Board in its annual review of the performance of the Board and its committees; and (viii) perform such other functions as the Board may assign to the Committee from time to time.
The CNG Committee identifies director candidates through a variety of means, including recommendations from other Board members and management. From time to time, the CNG Committee may use third-party search consultants to identify director candidates. The CNG Committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the CNG Committee, c/o Steve Putman, Secretary, Quintana Maritime Limited, 601 Jefferson St., Suite 3600, Houston, Texas 77002, and should include the recommended candidates name, biographical data and qualifications. The CNG Committees minimum qualifications and specific qualities and skills required for directors are set forth in Section I of Quintanas Corporate Governance Guidelines, which can be viewed on our website at www.quintanamaritime.com. These considerations include the potential directors independence, background, experience, judgment, diversity, age, and skill in the context of the needs of the Board.
The CNG Committee screens all potential candidates in the same manner regardless of the source of the recommendation. The CNG Committees review is based on any written materials provided with respect to the potential candidate. The CNG Committee determines whether the candidate meets Quintanas minimum qualifications and specific qualities and skills for directors and whether requesting additional information or an interview is appropriate. The members of the CNG Committee are Corbin J. Robertson, Jr. (Chair), S. James Nelson, Jr., and Peter Costalas. The CNG Committee held four in-person meetings and four telephonic meetings in 2007. The report of the CNG Committee begins on page 85.
Conflicts Committee. The primary powers and duties of the Conflicts Committee are to (i) review any proposed transactions that may appear to present conflicts of interest with respect to any director or executive officer, including those within the purview of Section 58 of the Business Corporations Act of the Marshall Islands (including any interpretations that may be imputed to Section 58 by virtue of its similarity to Section 144 of the Delaware General Corporation Law); (ii) retain any advisors necessary to review such transactions, including financial, accounting, and legal advisors; (iii) make final determinations as to the propriety of any such transactions, including the form, term, and provisions of the agreements, documents, and instruments executed on behalf of or otherwise affecting the Company in connection with any such transactions; and (iv) exercise any other powers necessary to arbitrate any conflicts of interest that may arise. Messrs. Nelson, Costalas and Grewal serve on the Conflicts Committee, with Mr. Nelson acting as Chair. The Conflicts Committee held one in-person meeting and three telephonic meetings in 2007.
This excerpt taken from the QMAR DEF 14A filed Apr 2, 2007.
The Board has adopted Corporate Governance Guidelines, and the Boards CNG Committee is responsible for implementing the guidelines and making recommendations to the Board concerning corporate governance matters. The guidelines can be viewed on our website at www.quintanamaritime.com. Among other matters, the guidelines include the following: