This excerpt taken from the SYX 8-K filed Aug 30, 2006.
III Board Meetings and Operations
A. Scheduling of Board Meetings. The Board must have regularly scheduled periodic meetings in order to review and discuss management reports on the Companys performance, strategies, prospects and issues. Special meetings should be held as necessary.
B. Setting of Agenda and Advance Distribution of Board Materials. The Chairman of the Board will set the agenda for each Board meeting after taking into account suggestions from other members of the Board. The Secretary shall distribute the agenda and all other relevant information (subject to appropriate confidentiality concerns) pertaining to matters to be discussed at the upcoming Board meeting to all members of the Board sufficiently in advance of the meeting.
C. Access to Management and Employees. The Board should have complete and unfettered access to Company management and employees (without management present) in order to ensure that directors can ask all questions and glean all information necessary to fulfill their duties. The Board may specify a protocol for making such inquiries. The Board should invite senior management and other Company personnel to attend relevant portions of Board and committee meetings.
D. Outside Advisors. The Board and each Committee should have the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist it in its work, at the Companys expense.
E. Non-Management Executive Sessions. The non-management directors should meet periodically in executive sessions without management or inside directors present as a part of its routine activities and deliberations. The Lead Independent Director, if present, or if not, a non-management director chosen by the non-management directors, shall preside at each meeting.
The presiding person may be rotated and does not have to be the same at each meeting. The Company must establish and disclose procedures whereby interested persons may communicate directly with non-management directors. Any non-management director who thinks an executive session of non-management directors is desirable can so indicate to the Chairman of the Board and such a meeting will be held.
F. Attendance and Director Orientation and Continuing Education. Directors are expected to attend all scheduled board and committee meetings and be prepared for group deliberation and discussion. The Board should establish a director orientation and continuing education program for its members.
G. Reporting of Concerns to the Audit Committee. The Board should appoint the chairman of the Audit Committee as the person to whom anyone should voice concerns about the Companys conduct, or about the Companys accounting, internal controls and procedures or disclosure controls and procedures. The Board must adopt procedures for the receipt and handling of these concerns, which must include measures to ensure the anonymity of the person expressing the concerns and/or the confidentiality of the concerns and to prevent retaliatory or other adverse action by management.
H. Minutes. The Board shall keep typed meeting minutes from their regular and/or special meetings and circulate to the directors prior to the subsequent Board meeting, provided that such meeting takes place at least two weeks following the previous meeting. All such minutes shall be maintained for at least five years.