OTCQX: SOTK Corporate Governance

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Board of Directors

Dr. Christopher L. Coccio, Chairman of the Board & CEO

Dr. Christopher L. Coccio joined the Company as a Director in 1998 and was appointed President and Chief Executive Officer of Sono-Tek in 2001. He was appointed Chairman in 2007. From 1964 to 1996, he held various engineering, sales, marketing and management positions at General Electric Company, with P&L responsibilities for up to $100 million in sales and 500 people throughout the United States. He also won an ASME Congressional Fellowship and served with the Senate Energy Committee in 1976. His business experience includes both domestic and international markets and customers. He founded a management consulting business in 1996, and was appointed a legislative Fellow on the New York State Assembly’s Legislative Commission on Science and Technology from 1996 to 1998. From 1998 to 2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital wireless telemetry systems, as Vice President of Business Development and member of the Board of Advisors. Dr. Coccio received a B.S.M.E. from Stevens Institute of Technology, an M.S.M.E. from the University of Colorado, and a Ph.D. from Rensselaer Polytechnic Institute in Chemical Engineering.

R. Stephen Harshbarger, President

Mr. Harshbarger joined Sono-Tek in 1993. He was appointed President of the Company in 2012. As President, he directs the functions of Sales, Marketing, Engineering, Service, and Manufacturing Operations. Prior to assuming his present position, Mr. Harshbarger served as Sales Engineer, World Wide Sales and Marketing Manager, VP & Director of Electronics and Advanced Energy (E&AE) and Executive VP. In his years managing the sales organization he setup a worldwide distribution and rep network in 40+ countries consisting of greater than 300 individuals, with revenue growth of greater than 300% . He has over 20 years of experience in ultrasonic coating equipment for the electronics, glass, medical device and advanced energy industries and is intimately familiar with the technical application requirements, products, markets, and customers.

Prior to joining Sono-Tek he was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of flat panel displays. In that position he established their distribution network, participated in venture capital funding, and introduced the first flat panel technology to Wall Street trading floors.

He is a graduate of Bentley University, with a major in Finance and a minor in Marketing.

Dr. Joseph Riemer, Consultant, Retired VP Food Business

Dr. Joseph Riemer joined the Company in 2007 as Vice President of Engineering, and later that year became a Board member. Dr. Riemer holds a Ph.D. in Food Science and Technology from the Massachusetts Institute of Technology (MIT), focusing on food technology, food chemistry, biochemical analysis, and food microbiology. His experience includes seven years with Pfizer in its Adams Confectionary Division, where he was Director, Global Operations Development. Dr. Riemer has also held leading positions with several food, food ingredients, and personal care products companies. He has served in the capacities of research and development, operations, and general management. Prior to joining the Company, he was a management consultant serving clients in the food, biotech and pharmaceutical industries.

Philip Strasburg, CPA

Philip Strasburg has been a Director since 2004, and the chairman of the Audit Committee since 2005. He is a former partner at Anchin Block and Anchin, LLP and has 40 years of experience in auditing.

He was the lead partner on the Sono-Tek account from Fiscal 1994 to Fiscal 1996. Mr. Strasburg is a certified public accountant in New York State. He has a Master of Science in economics from The London School of Economics and Political Science and a Bachelors of Science degree from Lehigh University, where he majored in business administration.

Dr. Donald Mowbray

Dr. Donald F. Mowbray has been a Director since 2003. He has been an independent science consultant since 1997. He worked at the General Electric Company from 1962 to 1992 in a variety of engineering and managerial positions, followed by serving as the Manager of the General Electric Company’s Corporate Research and Development Mechanical Engineering Laboratory from 1992 to 1997. Dr. Mowbray received a B.S. in Aeronautical Engineering from the University of Minnesota in 1960, a Master of Science in Engineering Mechanics from the University of Minnesota in 1962 and a Ph.D. from Rensselaer Polytechnic Institute in Engineering Mechanics.

Eric Haskell, CPA

Eric Haskell has been a Director since 2009. He has over 30 years of experience in senior financial positions at several public and private companies. He has significant expertise in the areas of acquisitions and divestitures, strategic planning and investor relations. From 2005 to 2008, Mr. Haskell served as the Executive Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc., a company providing digital wireless communications services which was publicly traded until its merger with a wholly-owned subsidiary of T-Mobile USA, Inc. He also served as a member of SunCom’s Board of Directors from 2003 to 2007. From 1989 until April 2004, Mr. Haskell served as the Chief Financial Officer of Systems & Computer Technology Corp., a NASDAQ listed software and services corporation. Mr. Haskell received his Bachelors Degree in Business Administration from Adelphi University.

Samuel Schwartz, Emeritus Chairman of the Board

Samuel Schwartz has been a Director of the Company since 1987, and was Chairman of the Board from 1993 to 1999 and from 2001 to 2007. Prior to joining Sono-Tek, he was the Chairman and Chief Executive Officer of Krystinel Corporation, a manufacturer of ceramic magnetic components used in electronic circuitry. He received a B.Ch.E. from Rensselaer Polytechnic Institute and an M.Ch.E. from New York University.

Carol O’Donnell

Carol O’Donnell was appointed a Director of the Company in November 2018.  Ms. O’Donnell is currently the Chief Executive Officer and Chief Compliance Officer of Protégé Partners, an industry leading firm investing in and seeding smaller and emerging hedge fund managers.  Recently, she was a key member of the Protégé executive team that launched an affiliate business, MOV37, for which she also serves as Chief Executive Officer.  Prior to joining Protégé Partners, Ms. O’Donnell was the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management firm.  She also worked at Permal Group as General Counsel and Chief Compliance Officer, and was COO and General Counsel of Framework Investment Group.  Ms. O’Donnell is qualified to practice law in the States of New York and Connecticut, and holds a JD from the Benjamin Cardozo School of Law and a BS in business and economics from Skidmore College.

Officers

Dr. Christopher L. Coccio, Chairman of the Board & CEO

Dr. Christopher L. Coccio joined the Company as a Director in 1998 and was appointed President and Chief Executive Officer of Sono-Tek in 2001. He was appointed Chairman in 2007. From 1964 to 1996, he held various engineering, sales, marketing and management positions at General Electric Company, with P&L responsibilities for up to $100 million in sales and 500 people throughout the United States. He also won an ASME Congressional Fellowship and served with the Senate Energy Committee in 1976. His business experience includes both domestic and international markets and customers. He founded a management consulting business in 1996, and was appointed a legislative Fellow on the New York State Assembly’s Legislative Commission on Science and Technology from 1996 to 1998. From 1998 to 2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital wireless telemetry systems, as Vice President of Business Development and member of the Board of Advisors. Dr. Coccio received a B.S.M.E. from Stevens Institute of Technology, an M.S.M.E. from the University of Colorado, and a Ph.D. from Rensselaer Polytechnic Institute in Chemical Engineering.

R. Stephen Harshbarger, President

Mr. Harshbarger joined Sono-Tek in 1993. He was appointed President of the Company in 2012. As President, he directs the functions of Sales, Marketing, Engineering, Service, and Manufacturing Operations. Prior to assuming his present position, Mr. Harshbarger served as Sales Engineer, World Wide Sales and Marketing Manager, VP & Director of Electronics and Advanced Energy (E&AE) and Executive VP. In his years managing the sales organization he setup a worldwide distribution and rep network in 40+ countries consisting of greater than 300 individuals, with revenue growth of greater than 300% . He has over 20 years of experience in ultrasonic coating equipment for the electronics, glass, medical device and advanced energy industries and is intimately familiar with the technical application requirements, products, markets, and customers.

Prior to joining Sono-Tek he was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of flat panel displays. In that position he established their distribution network, participated in venture capital funding, and introduced the first flat panel technology to Wall Street trading floors.

He is a graduate of Bentley University, with a major in Finance and a minor in Marketing.

Robb W. Engle, Vice President of Engineering

Robb joined Sono-Tek in 2000 as a Field Service Technician and has learned the company, its products and its customer base from the bottom up. He has a unique background blend of customer service, technical expertise and a global perspective due to his earlier experiences in Africa and South America. Robb was formally trained and certified by the U.S. Navy as a Nuclear Operator where he was recognized with an induction into the Navy League Memorial for meritorious service and the advancement of training techniques. He also served with honors on board a submarine and earned the prestigious Sub-Surface Warfare (E) Insignia. Robb has created the Sono-Tek Service Department and led the development of key products in his leadership role of our engineering resources. As Vice President of Engineering, he is in charge of the engineering department, service department, IT and Sono-Tek laboratory services.

Bennett Bruntil, Vice President, Sales & Marketing

Bennett joined Sono-Tek in 2007 as a Regional Sales Manager and served as Marketing Brand Manager from 2013 as well as Director for Sono-Tek’s Electronics & Advanced Energy Division. Bennett has filled a number of key roles in sales and management, with hands on experience in branding and product development as well. He has successfully implemented sales strategies, launched new products, and managed a diverse product line for the past several years. Prior to joining Sono-Tek Bennett was a Branch Manager in the retail banking industry and has served in several roles in banking and lending. He is a graduate of Central Connecticut State University with a major in Psychology and a concentration in Sociology.

Stephen J. Bagley, CPA, Chief Financial Officer

Mr. Bagley joined the Company as Chief Financial Officer in 2005. From 1987 to 1991 he worked in public accounting in various capacities. From 1992 to 2005, he has held various leadership positions as Controller, Chief Financial Officer and Vice President of Finance for companies with up to $45,000,000 in revenues. Mr. Bagley earned a Bachelor of Science degree from The State University of NY – College at Oneonta and an MBA from Marist College. He was licensed as a CPA in 1990. Mr. Bagley served as a Trustee of the Board of Education for the New Paltz Central School District from 2010 to 2013.

Corporate Governance Principles

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
Sono-Tek Corporation
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.

Code of Ethics

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.

Purpose of Code of Ethics

The purpose of this Code of Ethics is: to promote the honest and ethical conduct of our Senior Executive and Financial Officers (described below), including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Sono-Tek Corporation (the “Company”); and to promote compliance with all applicable rules and regulations that apply to the Company and its officers.

Introduction

This Code of Ethics is applicable to the Company’s Chief Executive Officer, Chief Financial Officer, and other officers (or any persons performing similar functions, together, the “Senior Executive and Financial Officers”). References in this Code of Ethics to the Company means the Company or any of its subsidiaries.

While we expect honest and ethical conduct in all aspects of our business from all of our employees, we expect the highest possible honest and ethical conduct from our Senior Executive and Financial Officers. As a Senior Executive or Financial Officer, you are an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with this Code is a condition to your employment and any violations of the Code may result in disciplinary action, up to and including termination of your employment.

Waivers of this Code may be made only by the Board or a Board committee and will be disclosed in accordance with applicable law

Conflicts of Interest

A conflict of interest occurs when your private interests interfere, or appear to interfere, in any way, with the interests of the Company as a whole. Conflicts of interest can also arise when you take action or you or a member of your family have interests that may make it difficult for you to perform your duties to the Company effectively. Although we cannot list every conceivable conflict, following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

Improper Personal Benefits from the Company

Conflicts of interest arise when an officer or a member of his or her family receives improper personal benefits as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations.

Financial Interests in Other Businesses

You should avoid having an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company. For example, you may not own an interest in a company that competes with the Company or that does business with the Company (such as a supplier) unless you obtain the written approval of the Chief Executive Officer before making any such investment. However, it is not typically considered, and the Company does not consider it, a conflict of interest (and therefore prior written approval is not required) to make investments in competitors, clients or suppliers that are listed on a national or international securities exchange so long as the total value of the investment is less than one percent (1%) of the outstanding stock of the corporation and the amount of the investment is not so significant that it would affect your business judgment on behalf of the Company.

Business Arrangements with the Company

Without the prior written approval of the Chief Executive Officer, you may not participate in a joint venture, partnership or other business arrangement with the Company.

Corporate Opportunities

If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential supplier or business associate of the Company (including a principal, officer, director or employee of any of the above), you may not participate in the business or make the investment without the prior written approval of the Chief Executive Officer. Such an opportunity should be considered an investment opportunity for the Company in the first instance.

Outside Employment or Activities With a Competitor

Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor’s interests at the expense of the Company’s interests. You may not market products or services in competition with the Company’s current or potential business activities. It is your responsibility to consult with the Chief Executive Officer to determine whether a planned activity will compete with any of the Company’s business activities before you pursue the activity in question.

Outside Employment With a Supplier

Without the prior written approval of the Chief Executive Officer, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Without the prior written approval of the General Counsel (or, with respect to the General Counsel, approval by the Chief Executive Officer), you may not accept money or benefits of any kind from a third party as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with the Company.

Family Members Working In The Industry

If your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor or supplier of Company or is employed by one, you must disclose the situation to the Chief Executive Officer so that the Company may assess the nature and extent of any concern and how it can be resolved. You must carefully guard against inadvertently disclosing Company confidential information and being involved in decisions on behalf of the Company that involve the other enterprise.

*If you have any doubt as to whether or not conduct would be considered a conflict of interest, please consult with the General Counsel.

Accurate Periodic Reports and Other Public Communications

As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports filed with the SEC and in our other public communications is required by SEC rules and is essential to our continued success. Please exercise the highest standard of care in preparing such materials. We have established the following guidelines in order to ensure the quality of our periodic reports.

  • All Company accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.
  • All records must fairly and accurately reflect the transactions or occurrences to which they relate.
  • All records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses.
  • The Company’s accounting records must not contain any false or intentionally misleading entries.
  • No information may be concealed from the internal auditors or the independent auditors.
  • Compliance with Generally Accepted Accounting Principles and the Company’s system of internal accounting controls is required at all times.

Compliance with Laws and Ethics Code

You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and this Code, and to report any suspected violations of applicable governmental rules and regulations or this Code to the CEO. No one will be subject to retaliation because of a good faith report of a suspected violation. If you fail to comply with this Code or any applicable laws or regulations, you may be subject to disciplinary measures, up to and including discharge.

No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s Senior Executive and Financial Officers in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.

ACKNOWLEDGMENT

I have received and read the Code of Ethics for Senior Executive and Financial Officers, and I understand its contents. I agree to comply fully with the standards contained in the Code of Ethics and the Company’s related policies and procedures. I understand that I have an obligation to report to the CEO any suspected violations of the Code of Ethics.

Board of Directors Nominating Process

The Board of Directors does not maintain a separate nominating committee because the Board of Directors believes that it can select prospective Director nominees by acting on the basis of a consensus of the entire Board of Directors. Accordingly, all Directors participate in the selection of candidates for nomination as Directors of the Company. The Board identifies and deliberates on the merits of candidates, based upon education, and experience in the following areas: business, scientific, legal and financial. The Board of Directors does not have a separate charter pertaining to nominations. The Board of Directors will consider nominees recommended by shareholders. No special procedure needs to be followed in submitting such recommendation.

Audit Committee and Its Charter

The Company’s Board of Directors has an Audit Committee composed of 3 members of the Board of Directors. The Board of Directors has adopted a charter for the Audit Committee which can be seen below. The “audit committee financial expert” designated by the Board is an experienced CPA. The Audit Committee is responsible for (i) selecting an independent public accountant for ratification by the stockholders, (ii) reviewing material accounting items affecting the consolidated financial statements of the Company, and (iii) reporting its findings to the Board of Directors.

The following Charter describes the responsibilities of the Sono-Tek Audit Committee:

  • Annually in advance of the annual meeting of stockholders selects the independent public accountants to audit the books, records and accounts of the Corporation and submits such selection to the stockholders for ratification or rejection at such meeting, engages the independent public accountants and ensures that the scope of the audit is sufficiently comprehensive.
  • Evaluates and, when appropriate, recommends to the Board of Directors the replacement of the independent public accountants.
  • Reviews the quality and acceptability of each material accounting item affecting the financial statements of the Corporation which, in the opinion of the independent public accountants, might receive, under generally accepted accounting principles (“GAAP”), treatment varying from the proposed for such statements and transmits to the Board of Directors the Audit Committee’s decision on such accounting items.
  • Reports to the Board on each Committee meeting (orally through its Chairman) and on a total year’s activity in written form on an annual basis.

In undertaking the above-mentioned responsibilities, the Sono-Tek Audit Committee undertakes the following activities:

  • Meets with the independent public accountants to review their proposed plan for conducting the annual audit including its scope and degree of reliance on internal controls, reviews and approves the proposed fees for the audit, and approves any required special services; and
  • Obtains from the independent public accountants a formal written Statement of Independence delineating all relationships with Sono-Tek, actively engages in a dialog with the independent public accountants with respect to any disclosed relationships or services that may affect their objectivity or independence and takes appropriate action to ensure their independence; and
  • Receives reports from the management of Sono-Tek, which include material changes in accounting policy and significant changes in the substance and format of the financial statements.

In support of its primary duty, the Audit Committee also undertakes the following responsibilities and activities:

  • Oversee the adequacy of the system of internal accounting controls of the Corporation.
    • (a) The Committee ensures itself that actual implementation of the policies of the Corporation, together with the procedures to be followed thereunder, assure the safeguarding of assets and the reliability of financial records. In this regard, the Committee reviews compliance with the Foreign Corrupt Practices Act and The Sarbanes Oxley Act. The Committee also receives reports on audit comments periodically from management, and annually from the independent public accountants, and a report on thefts and defalcations at least annually from the Chief Executive Officer and Chief Financial Officer of Sono-Tek.
    • (b) The Committee meets privately and individually with the Chief Executive Officer and Chief Financial Officer and the independent public accountants to determine that, among other items:
      • (i) no outstanding differences of opinion exist between the independent public accountants and management;
      • (ii) no material changes or modifications of accounting principles or practice exist which either the independent auditor or management wished to make and the other resisted;
      • (iii) the internal auditor, if the company has created such a function, confirms the continued encouragement and support from management; and
      • (iv) confirms that each has a right and duty of direct communication with the audit committee at any time.
  • Receive a report annually on expenses reported by the top elected officers of the corporation.
  • Review the corporation’s annual financial statements and the independent public accountants’ report thereon prior to publication of the statements.
  • Ensures the delivery of a report from the Audit Committee to the Board of Directors (the “Audit Committee Annual Report”) disclosing whether or not, with respect to prior fiscal year:
    • (i) management has reviewed the audited financial statements with the Audit Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the Corporation’s financial statements;
    • (ii) the independent public accountants have discussed with the Audit Committee the independent public accountants’ judgments of the quality of those principles as applied and the judgments referenced in (i) above under the circumstances;
    • (iii) the members of Audit Committee have discussed among themselves, without management or the independent public accountants present, the information disclosed to the Audit Committee, in (i) and (ii) above; and
    • (iv) the Audit Committee, in reliance on review and discussions conducted with management and the independent public accountants pursuant to (i) and (ii) above, is satisfied that the Corporation’s financial statements are fairly presented in conformity with Generally Accepted Accounting Principles (GAAP) in all material respects. Additionally, the Audit Committee shall ensure that the Annual Report of the Audit Committee is included in the Corporation’s annual report to shareholders and Form 10-KSB Annual Report.
  • Reviews and discusses with the independent public accountants and a representative of the Corporation’s financial management the financial information contained in the Corporation’s Form 10-QSB Report prior to its filing and the Corporation’s earnings announcements prior to release, including significant adjustments, management judgments and accounting estimates, significant new accounting policies and outside auditor disagreements with management.
  • Conducts special reviews at its own discretion within the parameters of its basic responsibilities or in other areas at the request of the Chairman of the Board or the Board of Directors.
  • Ensures the disclosure of the Audit Committee charter at least triennially in the annual report to stockholders and in the next annual report to shareholders after any significant amendment to that charter.
  • Reviews and updates the Audit Committee charter as conditions dictate, but at least triennially.
  • Periodically review globalization issues, strategies, related risks and controls related to foreign offices, joint ventures and alliances abroad.

In order to successfully execute its responsibilities, the Sono-Tek Audit Committee maintains a high degree of independence both in establishing its agenda and directly accessing various members of Sono-Tek and subsidiary management. This ensures an independent and open exchange of views and confirms the authority and responsibility of internal and external auditors and financial management to inform the Audit Committee, formally and informally, of any such matters within the duties and responsibilities of that Committee. Such communication is achieved through both formal reports to the Committee and a direct line of communication by the Chief Financial Officer, General Counsel, independent public accountants, and others in the Corporation to the Chairman of the Committee and the Committee itself.

By meeting its clearly delineated responsibilities through informed and dynamic activity and communication processes, the Audit Committee can enable the Board to fulfill its fiduciary responsibilities relative to the Corporation’s internal controls and financial reporting process.

Compensation Committee

The Company’s Board of Directors has a Compensation Committee composed of 3 Members of the Board of Directors. The Compensation Committee does not have a charter. The compensation of the executive officers of the Company is set by the Company’s Board of Directors based upon the recommendations of the Compensation Committee. Compensation is set at levels believed to be competitive with executive officers with similar qualifications, experience and responsibilities of similar businesses. Such individuals receive a base salary and incentive compensation based on the achievement of certain operating objectives.

The Compensation Committee serves an advisory function only and has no independent authority.

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