Committees of the Board of Directors
The standing committees of our Board currently consist of an audit committee, a compensation committee, a nominating and governance committee, an investment committee and a bid review committee. Each committee will report to the Board as required by its committee charter, as it deems appropriate and as the Board may request. The composition, duties and responsibilities of these committees are set forth below. The Board may also convene additional committees as necessary and in accordance with the organizational documents of the post-combination company.
The audit committee is responsible for, among other matters: (i) reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K; (ii) discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; (iii) discussing with management major risk assessment and risk management policies; (iv) monitoring the independence of the independent auditor; (v) verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; (vi) reviewing and approving all related-party transactions; (vii) inquiring and discussing with management our compliance with applicable laws and regulations; (viii) pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; (ix) appointing or replacing the independent auditor; (x) determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and (xi) establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.
Our audit committee consists of Messrs. Garner, Kassin and Meghji, each of whom qualifies as an independent director according to the rules and regulations of the SEC and NASDAQ with respect to audit committee membership. Mr. Kassin serves as chairman of the audit committee. Our Board has adopted a written charter for the audit committee.
The compensation committee is responsible for, among other matters: (i) reviewing key employee compensation goals, policies, plans and programs; (ii) reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers; (iii) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (iv) administering our stock plans and other incentive compensation plans.
Our compensation committee consists of Messrs. Meghji and Schapiro, each of whom qualifies as an independent director according to the rules and regulations of NASDAQ with respect to compensation committee membership. Mr. Schapiro serves as chairman of the compensation committee. Our Board has adopted a written charter for the compensation committee.
Nominating and Governance Committee
Our nominating and governance committee is responsible for, among other matters: (i) identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; (ii) overseeing the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently; (iii) identifying best practices and recommending corporate governance principles; and (iv) developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us. The nominating and governance committee has not identified specific minimum qualifications that must be met or specific qualities or skills that must be possessed for a person to be considered as a candidate for director; however, the nominating and governance committee will seek to ensure that the Board is composed of individuals with knowledge and experience in many substantive areas that impact our business. The nominating and governance committee review these factors, and diversity, in considering candidates for directorship.
Our nominating and governance committee consists of Messrs. Meghji and Schapiro, each of whom qualifies as an independent director according to the rules and regulations of the SEC and NASDAQ with respect to nominating and governance committee membership. Mr. Meghji serves as chairman of the nominating and governance committee. Our Board has adopted a written charter for the nominating and governance committee.
Until December 31, 2019, the Company will maintain an investment committee. The investment committee will be responsible for approving the purchase, rent, license, exchange or other acquisition of any assets (including securities or the stock of any entity) or the disposition or divestiture of any assets. Our investment committee consists of Messrs. Glanvill, Jonna, Kassin and Meghji, with Mr. Meghji serving as the chair of the investment committee.
Bid Review Committee
The Company maintains a bid review committee, which is responsible for reviewing and approving bids for engineering, construction, and procurement projects proposed by the Company to its customers, which are larger than an amount to be determined by the Board. Our bid review committee consists of Messrs. Glanvill, Schapiro, Montgomery and Kassin, with Mr. Glanvill serving as the chair of the bid review committee.