SBAC » Topics » CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

This excerpt taken from the SBAC DEF 14A filed Apr 17, 2007.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

During the year ended December 31, 2006, we did not have any relationships or transactions with any of our executive officers, directors, beneficial owners of more than 5% of our Class A Common Stock or any immediate family member of such persons that were required to be reported pursuant to Item 404(a) of Regulation S-K.

 

We are committed to upholding the highest ethical and legal conduct in fulfilling our responsibilities and recognize that related person transactions can present a heightened risk of actual or apparent conflicts of interest. Accordingly, it is our preference to avoid related person transactions generally. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i) in which SBA is a participant, (ii) in which the amount involved exceeds $120,000, and (iii) in which any executive officer, director, director nominee, beneficial owner of more than 5% of SBA’s Class A Common Stock, or any immediate family member of such persons has or will have a direct or indirect interest.

 

Our Code of Ethics for Senior Financial Officers and our Code of Conduct for Directors, Officers and Employees require directors, officers and all other employees to conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest. Our Code of Conduct for Directors, Officers and Employees generally requires (i) officers and directors to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to the General Counsel; and (ii) employees to disclose any outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to their immediate supervisor. The General Counsel will determine if any such outside activities, financial interests or relationships constitute a conflict of interest and a related person transaction on a case-by-case basis and will promptly disclose such activities, interests or relationships to the appropriate Board committee for their review and appropriate action, if necessary. Under applicable Nasdaq rules, all related person transactions, as defined in Item 404 of S-K, must be approved by our Audit Committee or another independent body of the Board of Directors. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions shall be disclosed in our applicable SEC filings as required under SEC rules.

 

Additionally, the Nominating and Corporate Governance Committee is responsible for reviewing and reporting matters of corporate governance to the Board of Directors and, in connection with annually recommending to the Board of Directors a slate of directors for election or re-election, the Nominating and Corporate Governance Committee reviews the direct and indirect relationships of members of the Board of Directors with SBA and assists the Board of Directors with its determination of the independence of its members.

 

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