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Angeion Corporation Governance Guidelines
(As of April 10, 2006)
The following Governance Guidelines have been adopted by the Board
of Directors (the “Board”) of Angeion Corporation (the “Company”)
to assist the Board in the exercise of its responsibilities.
- MISSION AND RESPONSIBILITIES OF THE BOARD
- Board Mission Statement
The Board’s primary objective is to maximize long-term shareholder
value and to ensure the vitality of the Company for its owners,
employees, customers and the other individuals and organizations
who depend on the Company.
- Responsibility of the Board
The Board of Directors has ultimate responsibility for the
oversight of the Company’s business and affairs. In furtherance
of this mission, the Board makes fundamental decisions about
the Company’s strategic focus, establishes significant policies
and approves the hiring and firing of the executive officers
who manage the day to day business of the Company. The Board
expects and requires that the Company’s management and employees
will operate in a legal and ethically responsible manner.
Each director is expected to spend the time and effort necessary
to properly fulfill his or her responsibilities, including
regularly attending meetings of the Board and committees on
which he or she sits, 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.
- BOARD COMPOSITION AND INDEPENDENCE
- Size of the Board
The Board should generally have between four and seven directors.
If appropriate, the Board can determine to increase or decrease
its size at any time.
- Mix of Inside and Outside Directors
The Board will consist of a majority of independent outside
directors.
- Broad Definition Independence for Outside Directors
The Company incorporates the definition of independence as
provided in the listing standards of the Nasdaq Capital Market,
as amended from time to time.
- Board Membership Criteria
The Governance/Nominating Committee is responsible for reviewing
with the Board on an annual basis the appropriate skills and
characteristics required of Board members in the context of
the existing makeup of the Board. This assessment should include
issues of
experience, integrity, diversity, ability to make independent
analytical inquiries, understanding of the Company’s business
and a willingness to devote adequate time and effort to Board
responsibilities, all in the context of an assessment of the
perceived needs of the Board at that point.
- Selection of New Director Candidates
The Governance/Nominating Committee is responsible for selecting
candidates for membership to the Board.
- Extending the Invitation to a New Potential Director to
Join the Board
An invitation to join the Board should be extended by the Chair
of the Governance/Nominating Committee.
- Term Limits
The Board does not believe it should establish term limits.
The Governance/Nominating Committee should consider the issue
of continuing director tenure in connection with each director
nomination and take appropriate steps to ensure that the Board
maintains openness to new ideas and willingness to critically
re-examine the status quo.
- Loans
Personal loans to directors and executive officers are not
permitted.
- COMMITTEES
- Number of Committees
The Board has the following standing committees: Audit, Compensation
and Governance/Nominating. The Board has the flexibility to
form a new committee or disband a current committee. The general
policy of the Board is that only independent outside directors
may serve on the Audit, Compensation and Governance/Nominating
Committees as those terms are defined and applicable to the
respective committees in the Securities Exchange Act of 1934,
the Exchange Act Rules, the Nasdaq Capital Market listing standards,
and the Internal Revenue Code. These committees may have the
same or mostly the same members, given the limited number of
outside directors on a board of four to seven members, but
no member may be the chair of more than one standing committee.
- Assignment and Rotation of Committee Members
The Board, upon recommendation of the Governance/Nominating
Committee, designates the members of the committees taking
into account the desires of individual Board members.
It is the sense of the Board that consideration should be given
to rotating committee members periodically, but the Board does
not feel that this rotation should be mandatory because there
may be reasons at a given point in time to maintain an individual
director’s committee membership for a longer period or to shorten
the period.
- Frequency and Length of Committee Meetings
The Chair of each committee, in consultation with its members
and invited management or other guests, determines the frequency
and length of the meetings of the committee.
- Committee Agenda
The Chair of each committee, in consultation with the appropriate
members of the Board, management and staff, will develop the
committee’s agenda.
- BOARD OPERATIONS AND PERFORMANCE
- Selection of Agenda for Board Members
The Chair of the Board will establish the agenda for each Board
meeting. Each Board member is free to suggest items for the
agenda. Each Board member is free to raise at any Board meeting
subjects that are not on the agenda for that meeting.
- Board Materials Distributed in Advance
Information and data that are important to the Board’s understanding
of the business should be distributed in writing to the Board
before the Board meets. Management will make every attempt
to see that this material is as complete and concise as possible.
- Presentations
As a general rule, presentations on specific subjects should
be sent to Board members in advance so that Board meeting time
may be conserved and discussion time focused on questions that
the Board has about the material.
- Regular Attendance of Non-Directors at Board Meetings
The members of the Board or the CEO may invite senior officers
to attend Board meetings.
- Board Interaction with Institutional Investors, the Press
and Customers
The Board believes that Management speaks for the Company.
Individual Board members may, from time-to-time, meet or otherwise
communicate with various constituencies that are involved with
the Company, but only at the request of Management.
- Executive Sessions of Outside Directors
The outside directors will meet in executive session quarterly.
- Board Access to Senior Management
Board members must have complete access to the Company’s management,
auditors and outside counsel. Board members are expected to
use judgment to ensure that this contact is not distracting
to the business operation of the Company and that this contact,
if in writing, be copied to the Chair of the Board.
Furthermore, the Board encourages management to bring officers
and managers into Board meetings as needed (i) to provide the
Board with additional insight into the items being discussed,
and (ii) to provide managers with future potential appropriate
interaction with the Board.
The Board has authority to retain outside counsel of its choice
with respect to any issue relating to its activities.
- Board Compensation Review
Changes in Board compensation, if any, should come at the suggestion
of the Compensation Committee, but with full discussion and
action by the Board.
It is the policy of the Board that a portion of director compensation
be in the form of stock or stock options, consistent with the
Company’s equity compensation plans then in effect.
- Assessing the Board’s Performance
The Governance/Nominating Committee is responsible for reporting
annually to the Board an assessment of the Board’s performance.
If the Governance/Nominating Committee so desires, it may be
assisted by an outside consultant assessing the Board’s performance.
The Board assessment will be discussed with the full Board.
This should be done following the end of each fiscal year.
This assessment should be of the Board’s contribution as a
whole and specifically review areas in which the Board or management
believes a greater contribution could be made.
- LEADERSHIP DEVELOPMENT
- Selection of the Chief Executive Officer
The Board is responsible for identifying potential candidates
for, and selecting, the Company’s CEO. In doing so, the Board
should consider, among other things, a candidate’s experience,
understanding of the Company’s business environment, leadership
qualities, skills, integrity, reputation in the business community,
and willingness to devote the necessary time and effort to
make the Company successful.
- Formal Evaluation of the Chief Executive Officer
The Governance/Nominating Committee has the responsibility
of establishing a CEO evaluation process, to be implemented
by the Compensation Committee.
The full Board (outside directors) will review the CEO at least
annually. This review will be subsequent to the recommendations
from the Compensation Committee with respect to long and short-term
compensation goals and performance of the CEO. The results
of the review process will be communicated to the CEO by the
Chairs of the Governance/Nominating and Compensation Committees
or as otherwise determined by the Board.
The evaluation should be based on objective criteria including
performance of the business, accomplishment of long-term strategic
objectives, development of management and development of management
succession.
- Strategic and Succession Planning and Management Development
The Board should review and discuss on an annual basis the
Company’s annual and longer-term strategic plans, succession
planning and management development.
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