Attached files
| file | filename |
|---|---|
| EX-3.1 - Xinde Technology Co | v197162_ex3-1.htm |
| EX-99.3 - Xinde Technology Co | v197162_ex99-3.htm |
| EX-14.1 - Xinde Technology Co | v197162_ex14-1.htm |
| EX-99.2 - Xinde Technology Co | v197162_ex99-2.htm |
| EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
| EX-99.1 - Xinde Technology Co | v197162_ex99-1.htm |
| 8-K - Xinde Technology Co | v197162_8k.htm |
RELATED
PERSON TRANSACTION POLICY
OF
XINDE
TECHNOLOGY COMPANY
(Adopted
as of September 16, 2010)
Statement
of Purpose and Philosophy
Our
Company recognizes that Related Person Transactions (as defined below) may raise
questions as to whether those transactions are consistent with the best
interests of the Company and its shareholders. The objective of this
policy is to require independent review of Related Person
Transactions.
Definitions
For the
purposes of this policy, a “Related Person
Transaction” is a transaction, arrangement or relationship (or any series
of similar transactions, arrangements or relationships) that occurred since the
beginning of the Company’s most recent fiscal year in which the Company
(including any of its subsidiaries) was, is or will be a participant and the
amount involved exceeds $120,0001 and
in which any Related Person had, has or will have a direct or indirect material
interest.2
For
purposes of this policy, a “Related Person”
means:
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1.
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any
person who is, or at any time since the beginning of the Company’s last
fiscal year was, a director or executive officer of the Company or a
nominee to become a director of the
Company;
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2.
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any
person who is known to be the beneficial owner of more than five percent
(5%) of any class of the Company’s voting
securities;
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3.
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any
immediate family member of any of the foregoing persons, which means any
child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the director, executive officer, nominee or more than
five percent (5%) beneficial owner, and any person (other than domestic
employees or tenant) sharing the household of such director, executive
officer, nominee or more than five percent (5%) beneficial owner;
and
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4.
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any
firm, corporation or other entity in which any of the foregoing persons is
employed or is a partner or principal or in a similar position or in which
such person has a five percent (5%) or greater beneficial ownership
interest.
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Standards/Requirements
It is the
Company’s policy that the Audit Committee (the “Committee”) of the
Board of Directors review and approve all Related Person Transactions in
advance3, and
that such Related Person Transactions be disclosed in accordance with applicable
legal and regulatory requirements. The Company recognizes that there are
situations where Related Person Transactions may be in, or may not be
inconsistent with, the best interests of the Company and its shareholders,
including but not limited to situations where the Company may obtain products or
services of a nature, quantity or quality, or on other terms, that are not
readily available from alternative sources or when the Company provides products
or services to Related Persons (as defined below) on an arm’s length basis on
terms comparable to those provided to unrelated third parties or on terms
comparable to those provided to employees generally.
The
Committee shall consider all of the relevant facts and circumstances available
to the Committee, including (if applicable), but not limited to:
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·
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The
benefits to the Company;
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·
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The
impact on a director’s independence in the event the Related Person is a
director, an immediate family member of a director or an entity in which a
director is a principal, member, partner, shareholder or executive
officer;
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·
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The
availability of other sources for comparable products or
services;
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·
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The
terms of the transaction; and
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·
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The
terms available to unrelated third parties and employees
generally.
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No member
of the Committee shall participate in any review, consideration or approval of
any Related Person Transaction with respect to which such member or any of his
or her immediate family members is the Related Person. The Committee shall
approve only those Related Person Transactions that are in, or are not
inconsistent with, the best interests of the Company and its stakeholders, as
the Committee determines in good faith.
In
addition, no immediate family member of a director or executive officer (as such
term is defined pursuant to Rule 405 of the Securities Act of 1933, as amended
(the “Securities
Act”)) shall be hired as an employee of the Company unless the employment
arrangement is approved in advance by the Committee. In the event a
person becomes a director or executive officer of the Company and an immediate
family member of such person is already an employee of the Company, no material
change in the terms of employment, including compensation, may be made without
the prior approval of the Committee (except, if the immediate family member is
himself or herself an executive officer of the Company, any proposed change in
the terms of employment shall be reviewed and approved in the same manner as
other executive officer compensatory arrangements).
Each
director and executive officer of the Company is personally responsible for
compliance with this policy including to the extent his or her immediate family
members are involved in a Related Person Transaction. However, it shall
not be considered a violation of this policy in the event a Related Person
Transaction involving a director or executive officer is entered into without
his or her knowledge if such director or executive officer notifies the
Corporate Secretary as soon as practical after such director or executive
officer becomes aware of the transaction so the Related Person Transaction can
be presented to the Committee for the required review.
Directors,
executive officers and nominees shall complete an Annual Questionnaire for
Directors, Director Nominees and Executive Officers and disclose all potential
Related Person Transactions that are known to them involving themselves and
their immediate family members. Throughout the year, directors and
executive officers shall notify the Corporate Secretary of any potential Related
Person Transactions as soon as the director or executive officer becomes aware
of any such transaction. The Corporate Secretary shall inform the
Committee of any Related Person Transaction of which they become aware.
The Corporate Secretary shall be responsible for conducting a preliminary
analysis and review of potential Related Person Transactions and presentation to
the Committee for review including provision of additional information to enable
proper consideration by the Committee.
-2-
At the
time the Company becomes aware of a person’s status as a beneficial owner of
more than five percent (5%) of any class of the Company’s voting securities, and
annually thereafter for so long as such ownership status is maintained, the
Company shall request (a) if the person is an individual, the same information
as is requested of directors and executive officers under this policy and (b) if
the person is a firm, corporation or other entity, a list of the principals or
executive officers of the firm, corporation or entity.
As
necessary, the Committee shall review approved Related Person Transactions on a
periodic basis throughout the duration of the transaction to ensure that the
transactions remain in the best interests of the Company. The Committee
may, in its discretion, engage outside counsel to review certain Related Person
Transactions. In addition, the Committee may request that the full Board
of Directors consider the approval or ratification of Related Person
Transactions if it deems advisable. Following such a review the
Committee shall determine whether to continue or eliminate a Related Person
Transaction.
Related
Person Transactions must also comply with the Company’s existing policies and
procedures, including, without limitation, our Code of Business Conduct and
Ethics, Corporate Governance Guidelines and Annual Questionnaire for Directors,
Director Nominees and Executive Officers.
This
policy has been approved by the Committee. The Committee will review this
policy periodically and update it as appropriate.
The
material features of this policy shall be disclosed in the Company’s annual
report on Form 10-K or in the Company’s proxy statement, as required by
applicable laws, rules and regulations.
__________________________________
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1.
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All
transactions, including Related Person Transactions involving amounts less
than $120,000, are subject to the Company’s Code of Business Conduct and
Ethics, which contain provisions regarding potential conflicts of
interest.
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2.
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A
transaction where the rates or charges involved in the transaction are
determined by competitive bids, or the transaction involves the rendering
of services as a common or contract carrier, or public utility, at rates
or charges fixed in conformity with law or governmental authority shall
not be considered a Related Person Transaction for purposes of this
policy.
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3.
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Any
existing related person transaction in effect as of the effective date of
this policy shall be reviewed by the Committee at its next
regularly-scheduled meeting.
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-3-