Investors

Corporate Governance

Corporate governance encompasses the internal policies and practices by which the Company is operated and controlled on behalf of its stockholders. A good system of corporate governance helps the Company maintain the confidence of investors and allows it to raise capital efficiently.

The business affairs of the Company are conducted under the direction of the Board of the Directors in accordance with the Maryland General Corporation Law as implemented by its articles of incorporation and bylaws. The role of the Board is to govern effectively the affairs of the Company for the benefit of its stockholders and, to the extent appropriate under Maryland law, other constituencies, which include its employees, customers and communities in which the Company does business. The Board strives to ensure the success and continuity of the Company’s business through the selection of a qualified management team. It is also responsible for ensuring that the activities of the Company are conducted in a responsible and ethical manner. The following principles, among others, govern the Company’s corporate governance practices:

• The Company’s President and Chief Executive Officer, Mr. Kopko, is the only director who is an employee of the Company;
• A majority of the Company’s directors are independent as defined by Nasdaq’s independence standards;
• Directors have access to members of the Company’s management team so that they can stay abreast of Company affairs;
• The Board’s Nominations Committee, Audit Committee, Compensation Committee and Rule 4350(H) Committee are composed entirely of independent directors as defined by Nasdaq’s independence standards;
• The Company’s Chief Executive Officer and Chief Financial Officer certify all quarterly and annual reports filed with the Securities and Exchange Commission;
• Independent members of the Company’s Board of Directors meet at least twice annually at regularly scheduled executive sessions at which only they are present;
• Annual and quarterly reports are accessible through a hyperlink on the Company’s website; and
• The Company documents and regularly evaluates its established internal financial controls.