SRZ » Topics » Establishment of Governance and Compliance Committee

This excerpt taken from the SRZ DEF 14A filed Oct 19, 2009.
Establishment of Governance and Compliance Committee
 
Exercise of reasonable oversight over a public company’s compliance efforts is a central responsibility of its board of directors. To strengthen that oversight function at Sunrise, in March 2008 the Board created a new Committee, the Governance and Compliance Committee, to monitor the Company’s compliance with applicable legal requirements, sound ethical standards and “best practices.” The Board elected William Little, who chaired the Special Independent Committee of the Board that had been formed to review, among other things, certain matters relating to the restatement of the Company’s 2003-2005 financial statements, to chair the Governance and Compliance Committee. Among other things, this Committee:
 
  •  has reviewed and approved a revised Code of Conduct and Integrity, which was adopted in February 2009;
 
  •  directs and monitors the establishment and implementation of a corporate-wide compliance program;
 
  •  hires and supervises the chief compliance officer, who directly reports to the Governance and Compliance Committee;
 
  •  reviews all proposed related party transactions and annually reviews all existing related party transactions at regularly scheduled meetings;


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  •  evaluates the Board’s governance processes by conducting and reviewing the results of annual director self-assessments; and
 
  •  reports regularly to the Board on company-wide compliance efforts.
 
In light of the fact that our governance initiatives impact the nominating process, effective as of the date of the 2009 annual meeting, the Nominating Committee will once again be combined with the Governance and Compliance Committee.
 
This excerpt taken from the SRZ DEF 14A filed Oct 20, 2008.
Establishment of Governance and Compliance Committee
 
Exercise of reasonable oversight over a public company’s compliance efforts is a central responsibility of its board of directors. To strengthen that oversight function at Sunrise, in March 2008 the Board created a new Committee, the Governance and Compliance Committee, to monitor the Company’s compliance with applicable legal requirements, sound ethical standards and “best practices.” The Board has elected William Little, who chaired the Special Independent Committee, to chair the Governance and Compliance Committee. Among other things, this Committee will:
 
  •  review and approve a revised Code of Conduct;
 
  •  direct and monitor management creation and implementation of a corporate-wide compliance program;
 
  •  hire the Chief Compliance Officer;
 
  •  review all proposed related party transactions as they occur, and review all existing related party transactions annually, at the same time each year;
 
  •  evaluate the Board’s governance processes through review of the annual director self-assessments; and
 
  •  report regularly to the Board on company-wide compliance efforts.
 
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