Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BIOSTEM U.S. CORP | bosm_8k.htm |
| EX-99.5 - COMPENSATION COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex995.htm |
| EX-3.1 - ARTICLES OF INCORPORATION, ONE AMEMDMENT - BIOSTEM U.S. CORP | bosm_ex31.htm |
| EX-99.6 - PRESS RELEASE - BIOSTEM U.S. CORP | bosm_ex996.htm |
| EX-99.4 - AUDIT COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex994.htm |
| EX-99.2 - CODE OF BUSINESS CONDUCT AND ETHICS - BIOSTEM U.S. CORP | bosm_ex992.htm |
| EX-99.3 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - BIOSTEM U.S. CORP | bosm_ex993.htm |
Exhibit
99.1
CORPORATE
GOVERNANCE GUIDELINES
of
Biostem U.S. Corporation
The Board
of Directors (the “Board”) of Biostem U.S. Corporation (the “Company”) adopted
the following Corporate Governance Guidelines (the “Guidelines”) on May 11,
2010, to assist the Board in the exercise of its responsibilities and to serve
the interests of the Company and its stockholders. These Guidelines
should be interpreted in the context of all applicable laws and the Company’s
Articles of Incorporation, Bylaws and other corporate governance
documents. These Guidelines acknowledge the leadership exercised by
the Board’s standing committees and their chairs and are intended to serve as a
flexible framework within which the Board may conduct its business and not as a
set of legally binding obligations. The Guidelines are subject to
modification from time to time by the Board as the Board may deem appropriate in
the best interests of the Company and its stockholders or as required by
applicable laws and regulations.
These
Guidelines are available on the Company’s website at “www.biostem.us” and to any
stockholder who otherwise requests a copy. The Company’s Annual
Report on Form 10-K will state the foregoing.
I. The
Board
Size of
the Board
The
Company’s Bylaws provide that the number of directors shall be not less than one
(1) nor more than five (5) until changed by a duly adopted amendment to the
Company’s Articles of Incorporation or Bylaws. The Board believes
that between three (3) and five (5) directors is an appropriate size based on
the Company’s present circumstances. The Board will periodically
review the size of the Board, and determine the size that is most effective in
relation to future operations.
Independence
of the Board
If
applicable, the Board will be comprised of at least two directors who qualify as
independent directors (the “Independent Directors”) under the listing standards
of the exchange upon which the Company’s shares are traded.
Separate
Sessions of Non-Management Directors and Independent Directors
The
non-management directors will meet in executive session without management
directors or management present on a regularly scheduled basis, but not less
than two (2) times per year. The non-management directors will review
the Company’s implementation of, and compliance with, its Guidelines and
consider such matters as they may deem appropriate at such
meetings. Non-management directors are all directors who are not
company officers (as that term is defined in Rule 16a-1(f) under the Securities
Act of 1933, as amended), including those directors who are not independent by
virtue of a material relationship, former status or family membership, or for
any other reason.
In
addition, if the non-management directors include directors who are not also
Independent Directors, the Independent Directors shall also meet separately at
least once per year in executive session and consider such matters as they deem
appropriate.
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Director
Qualification Standards
The
Nominating and Corporate Governance Committee is responsible for reviewing with
the Board, on an annual basis, the appropriate characteristics, skills and
experience required for the Board as a whole and its individual
members. In evaluating the suitability of individual candidates (both
new candidates and current Board members), the Nominating and Corporate
Governance Committee, in recommending candidates for election, and the Board, in
approving (and, in the case of vacancies, appointing) such candidates, takes
into account many factors, including: personal and professional integrity,
ethics and values; experience in corporate management, such as serving as an
officer or former officer of a publicly held company; experience in the
Company’s industry and with relevant social policy concerns; understanding of
the Company’s business on a technical level; experience as a board member of
another publicly held company; diversity of expertise and experience in
substantive matters pertaining to the Company’s business relative to other board
members; educational background; and practical and mature business
judgment. The Board evaluates each individual in the context of the
Board as a whole, with the objective of assembling a group that can best
perpetuate the success of the business and represent stockholder interests
through the exercise of sound judgment using its diversity of experience in
these various areas. In determining whether to recommend a director for
re-election, the Nominating and Corporate Governance Committee also considers
the director’s past attendance at meetings and participation in and
contributions to the activities of the Board.
Selection
of New Directors
Our Board
is comprised of a single class. As a result, all members of the Board
will stand for election by the stockholders of the Company at each meeting
called for the election of directors, at which time the Board will recommend a
slate of directors for election by the stockholders. In accordance
with the Bylaws of the Company, the Board will also be responsible for filling
vacancies or newly-created directorships on the Board that may occur between
meetings of stockholders convened for the purpose of electing
directors. The Nominating and Corporate Governance Committee is
responsible for identifying, screening and recommending candidates to the entire
Board for Board membership.
Selection
of the Chairman of the Board
The Board will select the Chairman of the Board in accordance with the Company’s Bylaws.
No
Specific Limitation on Other Board Service
The Board
does not believe that its members should be prohibited from serving on boards of
other organizations and has not adopted any guidelines limiting such
activities. However, the Nominating and Corporate Governance
Committee and the Board will take into account the nature of and time involved
in a director’s service on other boards and/or committees in evaluating the
suitability of individual director candidates and current directors and making
its recommendations to the Company’s stockholders.
Service
on other boards and/or committees should be consistent with the Company’s
conflict of interest policies set forth below.
Directors
Who Resign or Materially Change Their Current Positions With Their Own Company
or Become Aware of Circumstances that May Adversely Reflect Upon the Director or
the Company
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When a
director, including any director who is currently an officer or employee of the
Company, resigns or materially changes his or her position with his or her
employer or becomes aware of circumstances that may adversely reflect upon the
director or the Company, such director should notify the Nominating and
Corporate Governance Committee of the Board of the circumstances. The
Nominating and Corporate Governance Committee will consider the circumstances,
and may in certain cases consider requesting that the director submit his or her
resignation from the Board if, for example, continuing service on the Board by
the individual is not consistent with the criteria deemed necessary for
continuing service on the Board.
Term
Limits
As each
director is periodically subject to election by stockholders, the Board does not
believe it is in the best interests of the Company to establish term limits at
this time. Additionally, such term limits may cause the Company to
lose the contribution of directors who have been able to develop, over a period
of time, increasing insight into the Company’s business and therefore can
provide an increasingly significant contribution to the Board.
Director
Responsibilities
The
business and affairs of the Company will be managed by or under the direction of
the Board, including through one or more of its committees as set forth in the
Bylaws and committee charters. Each director is expected to spend the
time and effort necessary to properly discharge his or her
responsibilities. These include:
(1)
overseeing the conduct of the Company’s business, to evaluate whether the
business is being properly managed;
(2)
reviewing and, where appropriate, approving the Company’s major financial
objectives, plans and actions;
(3)
reviewing and, where appropriate, approving major changes in, and determinations
of other major issues respecting, the appropriate auditing and accounting
principles and practices to be used in the preparation of the Company’s
financial statements;
(4)
reviewing and, where appropriate, approving major changes in, and determinations
under the Company’s Corporate Governance Guidelines, Code of Business Conduct
and Ethics and other Company policies;
(5)
reviewing and, where appropriate, approving actions to be undertaken by the
Company that would result in a material change in the financial structure or
control of the Company, the acquisition or disposition of any businesses or
asset(s) material to the Company or the entry of the Company into any major new
line of business;
(6)
with the input of the Compensation Committee, regularly evaluating the
performance of the Chief Executive Officer and other members of
management;
(7)
planning for succession with respect to the position of Chief Executive Officer
and monitoring management’s succession planning for other key
executives;
(8)
ensuring that the Company’s business is conducted with the highest standards of
ethical conduct and in conformity with applicable laws and
regulations;
(9)
providing advice and counsel to the Chief Executive Officer and principal senior
executives;
(10)
evaluating the overall effectiveness of the Board, as well as selecting and
recommending to stockholders qualified candidates for election to the Board;
and
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(11)
performing other functions as the Board believes appropriate or necessary, or as
otherwise prescribed by rules or regulations.
Compensation
The
Company’s executive officers shall not receive additional compensation for their
service as directors. Senior management of the Company will report
once a year to the Compensation Committee regarding the status of the Company’s
non-management director compensation in relation to other U.S. companies of
comparable size and the Company’s competitors. Such report will
include consideration of both direct and indirect forms of compensation to the
Company’s non-management directors, including any charitable contributions by
the Company to organizations in which a non-management director is
involved. Following a review of the report, the Compensation
Committee will recommend any changes in non-management director compensation to
the Chairman of the Board, which changes will be approved or disapproved by the
Board after a full discussion.
Members
of the Audit Committee may not directly or indirectly receive any compensation
from the Company other than their directors’ compensation, including
compensation for service on committees of the Board and the receipt of equity
incentive awards.
Stock
Ownership
The
Company encourages directors to purchase shares of the Company’s
stock. However, the number of shares of the Company’s stock owned by
any director is a personal decision and, at this time, the Board has chosen not
to adopt a policy requiring ownership by directors of a minimum number of
shares.
Conflicts
of Interest
Directors
are expected to avoid any action, position or interest that conflicts with the
interests of the Company or gives the appearance of a conflict. If an
actual or potential conflict of interest develops, the director should
immediately report the matter to the Chairman of the Board. Any
significant conflict must be resolved or the director should
resign. If a director has a personal interest in a matter before the
Board, the director will disclose the interest to the Board, excuse himself or
herself from discussion on the matter and not vote on the matter. The
Board may delegate any decision with respect to such transaction to the Audit
Committee and/or Nominating and Corporate Governance Committee.
Interaction
with Institutional Investors, the Press and Customers
The Board
believes that management speaks for the Company. Each director should
refer all inquiries from institutional investors, the press or customers
regarding the Company’s operations to management. Individual Board
members may, from time to time at the request of the management, meet or
otherwise communicate with various constituencies that are involved with the
Company. If comments from the Board are appropriate, they should, in
most circumstances, come from the Chairman of the Board.
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Board
Access to Senior Management
The Board
will have complete access to Company management in order to ensure that
directors can ask any questions and receive all information necessary to perform
their duties. Directors should exercise judgment to ensure that their
contact with management does not distract managers from their jobs or disturb
the business operations of the Company. Such contact, if in writing,
should be copied to the Chief Executive Officer of the Company.
Board
Access to Independent Advisors
The Board
committees may hire independent advisors as set forth in their applicable
charters. The Board as a whole shall have access to such advisors and
such other independent advisors that the Company retains or that the Board
considers necessary to discharge its responsibilities.
Annual
Self-Evaluation
Following
the end of each fiscal year, the Nominating and Corporate Governance Committee
will oversee an annual assessment by the Board of the Board’s
performance. The Nominating and Corporate Governance Committee will
be responsible for establishing the evaluation criteria and implementing the
process for such evaluation, as well as considering other corporate governance
principles that may, from time to time, merit consideration by the
Board.
The
assessment should include a review of any areas in which the Board or management
believes the Board can make a better contribution to the governance of the
Company, as well as a review of the committee structure and an assessment of the
Board’s compliance with the principles set forth in these
Guidelines. The purpose of the review will be to improve the
performance of the Board as a unit, and not to target the performance of any
individual Board member. The Nominating and Corporate Governance
Committee will utilize the results of the Board evaluation process in assessing
and determining the characteristics and critical skills required of prospective
candidates for election to the Board.
II. Board
Meetings
Frequency
of Meetings
The Board
will meet at least four (4) times annually. In addition, special
meetings may be called from time to time as determined by the needs of the
business. It is the responsibility of the directors to attend
meetings.
Director
Attendance
A
director is expected to spend the time and effort necessary to properly
discharge his or her responsibilities. Accordingly, a director is
expected to regularly prepare for and attend meetings of the Board and all
committees on which the director sits (including separate meetings of
non-management directors and the Independent Directors), with the understanding
that, on occasion, a director may be unable to attend a meeting. A
director who is unable to attend a meeting is expected to notify the Chairman of
the Board or the Chairman of the appropriate committee in advance of such
meeting, and, whenever possible, participate in such meeting via
teleconference.
Attendance
of Non-Directors
The Board
encourages the Chairman of the Board or chairs of any committee to bring Company
management and outside advisors or consultants from time to time into Board
and/or committee meetings to (i) provide insight into items being discussed by
the Board which involve the manager, advisor or consultant, (ii) make
presentations to the Board on matters which involve the manager, advisor or
consultant, and (iii) bring managers with high potential into contact with the
Board. Attendance of non-directors at Board meetings is at the
discretion of the Board.
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Agendas
The
Chairman establishes the agenda for each Board meeting with input from
management, as necessary or desired, and from the other directors.
Advance
Receipt of Meeting Materials
Information
regarding the topics to be considered at a meeting is essential to the Board’s
understanding of the business and the preparation of the directors for a
productive meeting. To the extent feasible, the meeting agenda and
any written materials relating to each Board meeting will be distributed to the
directors sufficiently in advance of each meeting to allow for meaningful review
of such agenda and materials by the directors. Directors are expected
to have reviewed and be prepared to discuss all materials distributed in advance
of any meeting.
III.
Committee Matters
Number,
Name, Responsibilities and Independence of Committees
The Board
currently has three (3) committees, each of which should be composed entirely of
Independent Directors. From time to time, the Board may form a new
committee or disband a current committee, depending upon the
circumstances. Each committee will perform its duties as assigned by
the Board in compliance with the Company’s Bylaws and the committee’s
charter. The current committees of the Board are:
(1) Audit
Committee. The Audit Committee consists of at least one (1) member and reviews
the work of the Company’s internal accounting and audit processes and
independent auditors. The committee has sole authority to appoint and
fire the Company’s independent auditors and to approve any significant non-audit
relationship with the independent auditors.
(2) Compensation
Committee. The Compensation Committee consists of at least two (2) members and
reviews and approves the Company’s goals and objectives relevant to
compensation, stays informed as to market levels of compensation and, based on
evaluations submitted by management and other assessments, approves compensation
for the Chief Executive Officer, all other executive officers and vice
presidents and certain other employees that correspond to the Company’s goals
and objectives and reports to the Board concerning these matters. The
committee also periodically engages in a general review of base compensation
levels for all other employees of the Company. The committee produces
an annual report on executive compensation for inclusion in the Company’s annual
financial report to shareholders, in accordance with applicable rules and
regulations. The committee periodically reports to the Board
concerning its compensation determinations with respect to management and
employees and also makes recommendations to the Board concerning compensation of
the Company’s non-employee directors.
(3) Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance
Committee consists of at least two (2) members and is responsible for
recommending to the Board individuals to be nominated as directors and committee
members. This includes evaluation of new candidates as well as
evaluation of current directors. This committee is also responsible for
developing and recommending to the Board the Guidelines, as well as reviewing
and recommending revisions to such Guidelines on a regular
basis. This committee also performs other duties as are described in
these Guidelines and prepares any disclosure of the nominating process required
by applicable rules and regulations.
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Assignment
and Rotation of Committee Members
Based on
the recommendations of the Nominating and Corporate Governance Committee, the
Board appoints committee members and committee chairs according to criteria set
forth in the applicable committee charter and such other criteria that the Board
determines to be appropriate in light of the responsibilities of each
committee. Committee membership and the position of committee chair
will not be rotated on a mandatory basis unless the Board determines that
rotation is in the best interest of the Company.
Each
member of the Audit Committee must satisfy the independence requirements of Rule
10A-3 under the Securities Exchange Act of 1934, as amended, and must be
financially literate, as determined by the Board in its business judgment, or
must become financially literate within a reasonable period of time after his or
her appointment, and that at least one member of the Audit Committee must have
accounting or related financial management expertise as determined by the Board
in its business judgment. In addition, at least one member of the
Audit Committee must meet the definition of “audit committee financial expert”
as determined by the Board in its business judgment in accordance with Item
401(h) of Regulation S-K.
Frequency
of Committee Meetings
The
Compensation Committee and Nominating and Corporate Governance Committee will
meet at least two (2) times annually and the Audit Committee will meet at least
four (4) times annually. In addition, special meetings may be called
by the chair of the committee from time to time as determined by the needs of
the business. It is the responsibility of the directors to attend the
meetings of the committees on which they serve.
Committee
Agendas
The chair
of each committee, in consultation with the appropriate members of the
Committee, will develop his or her committee’s agenda.
Committee
Self-Evaluations
Following
the end of each fiscal year, each committee will review its performance and
charter and recommend to the Board any changes it deems necessary.
IV.
Leadership Development
Annual
Review of Chief Executive Officer
The
Compensation Committee, with input from the Chief Executive Officer, shall
annually establish the performance criteria (including both long-term and
short-term goals) to be considered in connection with the Chief Executive
Officer’s next annual performance evaluation. At the end of each
year, the Chief Executive Officer shall make a presentation or furnish a written
report to the Compensation Committee indicating his or her progress against such
established performance criteria. Thereafter, with the Chief
Executive Officer absent, the Compensation Committee shall meet to review the
Chief Executive Officer’s performance. The results of the review and
evaluation shall be communicated to the Chief Executive Officer by the chair of
the Compensation Committee or another Board member.
Succession
Planning
The Board
(or a committee delegated by the Board) will work on a periodic basis with the
Chief Executive Officer to review, maintain and revise, if necessary, the
Company’s succession plans upon the Chief Executive Officer’s retirement and in
the event of an unexpected occurrence.
Ethics
Helpline
The Audit
Committee will cause the Company to implement, maintain and monitor an ethics
helpline that is designed to receive anonymous reports of any known or suspected
violations of the Company’s Code of Business Conduct and Ethics or any
applicable laws and regulations. The Audit Committee will investigate
any reports received through the ethics helpline and report to the Board
periodically with respect to the information received through the ethics
helpline and any related investigations.
[End of
Corporate Governance Guidelines]
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