Attached files
| file | filename |
|---|---|
| 10-K/A - Searchlight Minerals Corp. | v182651_10ka.htm |
| EX-31.3 - Searchlight Minerals Corp. | v182651_ex31-3.htm |
| EX-99.4 - Searchlight Minerals Corp. | v182651_ex99-4.htm |
| EX-99.5 - Searchlight Minerals Corp. | v182651_ex99-5.htm |
| EX-31.4 - Searchlight Minerals Corp. | v182651_ex31-4.htm |
CORPORATE
GOVERNANCE GUIDELINES
Adopted
March 23, 2010
The Board of Directors of Searchlight
Minerals Corp., a Nevada corporation (the “Corporation”), has
adopted these Corporate Governance Guidelines as of the date first written
above.
1. Purpose
of the Guidelines
The purpose of these Guidelines is to
assist the Board of Directors in the exercise of its
responsibilities.
2. Composition
of the Board of Directors
Size. The Board of
Directors presently has six (6) members. Although the Board of
Directors considers its present size to be appropriate, it may consider
expanding its size to accommodate an outstanding candidate or candidates, or
reducing its size if it determines that a smaller Board of Directors would be
more appropriate. The quality of the individuals serving on the Board
of Directors and the overall balance of the Board of Directors are more
important than the precise number of members. The Nominating and
Corporate Governance Committee periodically reviews the size of the Board of
Directors, and these considerations could lead the Nominating and Corporate
Governance Committee to recommend to the Board of Directors, from time to time,
a different number of members within the range provided for in the Corporation’s
Bylaws.
Independence. A
majority of the Board of Directors shall satisfy the independence requirements
established by Section 803A of the NYSE Amex LLC (“AMEX”) Company Guide,
as amended, modified or supplemented from time to time. Each Director
who satisfies such requirements is referred to herein as an “Independent
Director.” No Director shall qualify as an Independent Director
unless the Board of Directors affirmatively determines that the Director does
not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a Director. To
assist it in making determinations of independence, the Board of Directors may
adopt, and disclose on its website, categorical standards. In its
annual proxy statement, the Corporation will: (i) disclose the names of those
Directors that the Board of Directors has determined to be Independent Directors
and any categorical standards adopted by the Board of Directors; and (ii)
describe, by specific category or type, for each Director or nominee for
Director determined to be an Independent Director, any transactions,
relationships or arrangements not disclosed in the proxy statement that were
considered by the Board of Directors in making its determination.
1
Lead Director. The
Corporation’s Independent Directors shall designate annually one (1) of the
Independent Directors to serve as the Lead Director (the “Lead
Director”). The Lead Director’s duties shall include:
(i) agreeing annually with the chairman of the Board of Directors and the
Chief Executive Officer (“CEO”) on the number
and length of regular Board of Directors meetings to assure sufficient time is
scheduled for presentation and discussion; (ii) the authority to call at
any time a special meeting of the Board of Directors or a special executive
session of the Independent Directors; (iii) the authority to add items to
the agenda of any regular or special meeting of the Board of Directors;
(iv) preparing the agenda for and presiding over all regular and any
special executive sessions of the Independent Directors; (v) presiding over
all regular and special meetings of the Board of Directors at which the chairman
is not present; and (vi) conducting, by means of an interview with each
Independent Director, the Independent Directors’ annual evaluation of the
chairman and CEO’s performance and then communicating the results to the
Compensation Committee and to the chairman and CEO.
Change of Job
Responsibility. A Director who resigns or is terminated from
the primary position that such Director held when elected to the Board of
Directors shall tender his or her resignation as a Director to the Nominating
and Corporate Governance Committee, effective upon the Board of Directors’
acceptance of the resignation. The Nominating and Corporate
Governance Committee will review the desirability of the Director’s continued
service on the Board of Directors under the circumstances and will make a
recommendation to the Board of Directors as to whether or not it should accept
the resignation.
Candidates. The
Board of Directors as a whole is responsible for selecting candidates for
Director. The Nominating and Corporate Governance Committee is
responsible for searching for, identifying and recommending qualified
individuals for membership on the Board of Directors. In discharging
this responsibility, the Nominating and Corporate Governance Committee shall
consider the nature of the expertise and experience required for the performance
of the duties of a Director of a corporation engaged in the Corporation’s
business and such matters as the relevant business and industry experience,
professional background, age, current employment, community service and other
board service of candidates for Directors, as well as the ability to bring
unique and diverse perspectives and understandings to the Board of
Directors. The Nominating and Corporate Governance Committee shall
seek to identify, as candidates for Director, persons with a reputation for and
record of integrity and good business judgment who: (i) have experience in
positions with a high degree of responsibility and are leaders in the
organizations with which they are affiliated; (ii) are free from conflicts
of interest that could interfere with a Director’s duties to the Corporation and
its stockholders; and (iii) are willing and able to make the necessary
commitment of time and attention required for effective Board of Directors
service. The Nominating and Corporate Governance Committee shall also take into
account the candidate’s level of financial literacy. The Nominating
and Corporate Governance Committee shall monitor the mix of skills and
experience of the Directors in order to assess whether the Board of Directors
has the necessary tools to perform its oversight function
effectively.
Term
Limits. Although the Nominating and Corporate Governance
Committee may consider length of service in recommending candidates for
re-election, the Board of Directors does not believe that adopting a set term
limit for Directors serves the interests of the Corporation.
Leadership. The
Board of Directors should remain free to configure leadership of the Board of
Directors and the Corporation in the way that best serves the Corporation’s
interests at the time and, accordingly, has no fixed policy with respect to
combining or separating the offices of chairman and CEO.
2
Compensation. The
Board of Directors as a whole is responsible for Director compensation. The
Nominating and Corporate Governance Committee is responsible for reviewing and
recommending compensation (including stock option grants and other equity-based
compensation) for the Corporation’s Directors. In discharging this
responsibility, the Nominating and Corporate Governance Committee shall
consider, among other things, any long-term incentive component of Director
compensation based on the awards given to Directors in the past years, the
possibility that Directors’ independence may be compromised if Director
compensation exceeds customary levels, whether the Corporation makes substantial
charitable contributions to an organization with which a Director is affiliated,
whether the Corporation enters into consulting contracts with or provides other
indirect forms of compensation to a Director or any organization with which a
Director is affiliated, the cost to the Corporation of such compensation, the
Corporation’s financial performance, stockholder return, the value of similar
incentive awards relative to such targets at comparable companies and any other
factors the Nominating and Corporate Governance Committee deems appropriate and
in the best interests of the Corporation.
3. Responsibilities
of Directors; Meeting Attendance and Preparation
General
Responsibilities. Directors are expected to exercise their
business judgment in good faith and in what they reasonably believe to be the
best interests of the Corporation and its stockholders. In discharging those
obligations, Directors should be entitled to rely on the honesty and integrity
of the Corporation’s senior management and outside advisors and
auditors.
Frequency of
Meetings. There shall be at least four (4) regularly scheduled
meetings of the Board of Directors each year (to be held approximately
quarterly) and special meetings from time to time as required.
Agendas. The
chairman of the Board of Directors is responsible for setting and circulating in
advance an agenda for each meeting. The Lead Director shall have the
authority to add items to the agenda of any meeting of the Board of
Directors. Any other Director may suggest items for inclusion
on
the
agenda or may raise, at any Board of Directors meeting, subjects that are not on
the agenda for that meeting. The Board of Directors expects that
meeting agendas will include on a regular basis a review of financial
performance and a review of the Corporation’s business strategies and
practices.
Meeting Attendance and
Preparation. Directors are expected to attend Board of
Directors meetings and to spend the time needed to discharge their
responsibilities as Directors. Materials with respect to matters on
which action is expected to be taken are circulated to the Board of Directors at
least several days in advance of the meeting whenever possible, and Directors
are expected to review these materials in advance of the
meeting. Financial reports, certain committee minutes and other
background materials are also circulated in advance of the meeting and during
months when the Board of Directors is not scheduled to meet.
Attendance at Annual Meeting of
Stockholders. Directors are expected to attend the annual
meeting of the Corporation’s stockholders.
3
Executive Sessions of Independent
Directors. The Independent Directors shall meet, without management, at
regularly scheduled executive sessions which may take place before or after a
regularly scheduled meeting of the full Board of Directors. Such
regularly scheduled executive sessions shall be held at least twice per
year. The Lead Director also may call a special executive session of
the Independent Directors at any time. Such special executive
sessions may take place before or after a regular or special meeting of the full
Board of Directors or at such other time as the Lead Director deems
appropriate. The Lead Director or, in his or her absence, another
Independent Director designated by the Board of Directors, by the affirmative
vote of a majority of the Independent Directors, shall preside over the
executive sessions.
Communications with
Directors. The Corporation will disclose, in its annual proxy
statement and on its website, one or more methods by which stockholders and
other interested parties may communicate directly with the Board of Directors,
including the Lead Director, who presides over executive sessions of the
Independent Directors, and the Independent Directors as a group.
Access to
Employees. The Board of Directors expects that senior officers
of the Corporation will regularly attend Board of Directors and certain
committee meetings, present proposals and otherwise assist in the work of the
Board of Directors. Members of the Board of Directors have direct
access to any of the Corporation’s employees.
Authority to Engage
Advisors. The Board of Directors has the power to hire
independent legal, financial or other advisors as it deems necessary, without
consulting or obtaining the approval of any officer of the Corporation in
advance, and the Corporation will pay any fees and expenses incurred in
connection with the engagement.
4. Committees
of the Board of Directors
Numbers and Composition of
Committees. The Corporation will have at all times Audit,
Nominating and Corporate Governance and Compensation Committees. The
responsibilities of each committee and any membership requirements are contained
in the Corporation’s Bylaws and a Charter approved by the Board of
Directors. The Corporation complies with all applicable AMEX listing
standards and regulatory requirements concerning the membership of committees,
including those with respect to the independence of the Directors who serve on
those committees. Employees of the Corporation do not serve on any of the
committees, although the staff work needed for each committee is coordinated by
a designated officer of the Corporation. The Nominating and Corporate
Governance Committee reviews the committee structure of the Board of Directors
and the membership of the various committees at least annually and makes
recommendations for any changes to the Board of Directors.
Committee Chairmen and
Membership. The Board of Directors believes that committee
assignments should be based on the Director’s knowledge, interests and areas of
expertise. The chairman of the Board of Directors will normally chair
the Executive Committee, if any. The chairmanship of other committees
should change at intervals of approximately five (5) years, and there should
also be a regular rotation in the membership of the committees, balancing in
each case the need for fresh perspective with the need for experience and
continuity.
4
Committee Meeting
Procedures. Each committee shall meet as often as it
determines is appropriate to carry out its responsibilities under its
Charter. The chairman of each committee, in consultation with the
committee members, shall determine the frequency and length of each committee’s
meetings, and shall set meeting agendas consistent with its
Charter. Each committee is governed by the same rules regarding
meetings (including meetings by conference telephone or similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board of
Directors. Directors are expected to attend meetings of the
committees on which they sit and to spend the time needed to discharge their
responsibilities as members of those committees. The agenda and any
background materials for committee meetings may be developed in consultation
with committee members, management or the executive officer responsible for
supporting the committee and are circulated in advance of a meeting whenever
practical. Committee members are expected to review these materials
in advance of the meeting. The committee chairmen report to the Board
of Directors after each meeting, and minutes of the committees are circulated to
the Board of Directors.
5. Role
with Respect to Management
Evaluation of Senior
Officers. A key responsibility of the Board of Directors is to
monitor the performance of the CEO and, in consultation with the CEO, the
performance of other senior officers.
Succession
Planning. The Compensation Committee reviews and makes
recommendations to the Board of Directors concerning management development and
succession planning activities, which recommendations are made following
Compensation Committee discussions, with and without the CEO, and the
Compensation Committee’s annual management development and succession planning
review. The Nominating and Corporate Governance Committee discusses succession
planning in the event of the unexpected death, incapacity or resignation of the
CEO and recommends to the Board of Directors, after consultation with the
chairman of the Compensation Committee, an appropriate successor under such
circumstances.
Communication. Management
speaks for the Corporation. Inquiries from institutional investors,
the press and others should be referred to the CEO or other appropriate
officers.
6. Director
Orientation and Continuing Professional Development
The Nominating and Corporate Governance
Committee shall arrange for an orientation program for all newly elected or
appointed Directors and, in conjunction with the CEO, determine the content of
such orientation. In addition, all Directors shall periodically
participate in briefing sessions on topical subjects to assist the Directors in
discharging their duties. All Directors are encouraged to attend at
least one (1) Director education session each year. The Corporation
shall pay for such continuing education sessions and shall reimburse the
Directors for the reasonable and necessary costs of attending such
sessions.
5
7. Periodic
Review of Committee Charters and these Guidelines
Each committee of the Board of
Directors shall review periodically its Charter and recommend to the Board of
Directors any changes it deems necessary. In addition to its Charter,
the Nominating and Corporate Governance Committee will periodically review these
Guidelines and recommend to the Board of Directors any changes it deems
necessary.
6