Corporate Governance Principles<--Back
Sono-Tek Corporation’s Board of Directors is divided into two classes. The Directors in each class serve for a term of two years, and until their respective successors are duly elected and qualified. The Directors are elected at the Annual Meeting by plurality vote to hold office until the Company’s Annual Meeting of Shareholders, two years hence.
The Company’s Board of Directors is currently comprised of five “independent directors”, as that term is defined under NASDAQ rules, and three directors who are not “independent directors”. The Company’s CEO and President are current employees of the Company and are therefore not considered independent. Also, a former Vice President of the Company was an employee during the past three years, and therefore is not considered independent under Nasdaq rules.
The Board believes that the service of the current Chairman of the Board as Chief Executive Officer of the Company is appropriate because it provides an important link between the Company’s management and the Board, enabling the Board to benefit from management’s views on the Company’s business while the Board performs its oversight role. Further, the Board believes that the current Chairman & CEO’s significant ownership of Sono-Tek Corporation stock aligns his interests with those of Sono-Tek’s shareholders. In addition, the Board believes that having one person serve as both Chief Executive Officer and Chairman of the Board of Directors demonstrates for the Company’s employees, strategic partners, customers and shareholders that Sono-Tek has one clear leader.
Management is responsible for Sono-Tek’s day-to-day risk management, and the Board’s role is to engage in informed oversight. The entire Board performs the risk oversight role. Sono-Tek’s Chief Executive Officer is a member of the Board of Directors, and Sono-Tek’s Chief Financial Officer regularly attends Board meetings, which helps facilitate discussions regarding risk between the Board and Sono-Tek’s senior management, as well as the exchange of risk-related information or concerns between the Board and senior management. Further, the independent directors generally meet in executive session following regularly scheduled Board meetings to voice their observations or concerns and to shape the agendas for future Board meetings.
The Board of Directors believes that, with these practices, each director has an equal stake in the Board’s actions and oversight role and equal accountability to Sono-Tek and its shareholders.
The Board of Directors holds approximatley four meetings during the fiscal year. In addition all Board members are strongly encouraged to attend the Annual Shareholders meeting. The Board of Directors has two standing committees: Audit Committee and Compensation Committee.
Shareholder Communications with the Company’s Board of Directors is expedited through mail addressed to:
Directors c/o Corporate Secretary
2012 Route 9W
Milton, NY 12547
At the direction of the Board, all mail received may be opened and screened for security purposes. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to “Board of Directors” “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Board.