The Audit Committee consists of three or more independent directors as defined by the Sarbanes-Oxley Act and each member is required to have a basic understanding of finance and accounting. This committee has oversight of Company policies and procedures, and ensures the financial information reported is accurate and consistent with Company policies and procedures. The Committee also has oversight of the Company's internal and external audit/accounting firms, and the responsibility for reviewing and, when necessary, investigating all financial matters under the Company's code of conduct as well as the Company's whistleblower policy.
The Compensation Committee consists of at least three members of the Board of Directors who meet the independence requirements of the NASDAQ listing standards and qualify as non-employee directors as defined under Section 16 of the Securities and Exchange Act. The Committee is responsible for recommending the compensation for the Chief Executive Officer, reviewing and approving the compensation for senior management, and approving broad-based compensation plans for the Company and its subsidiary entities, including stock based compensation under long-term incentive plans. In consultation with outside counsel, the committee is also responsible for monitoring the disclosure regarding compensation matters in the Company's proxy statement and producing the annual Committee Report on executive compensation for inclusion in the Company's proxy statement.
The Corporate Governance Committee, consisting of at least three Directors who meet the independence requirements of the NASDAQ listing standards, is assigned responsibility for reviewing matters relating to corporate governance, and for reviewing and, when necessary, investigating all non-financial concerns or complaints under the Company's Code of Conduct. The committee has the further responsibility of conducting an annual evaluation of the Board and the Board's committee structure. The committee is also responsible for assisting the Board in identifying qualified candidates for Director and making recommendations with regard to committee assignments.