AMICAS, Inc. Corporate Governance Guidelines
(Adopted January 2006)
The Board of Directors (the “Board”) of AMICAS, Inc. (“AMICAS” or the “Company”) has adopted these Corporate Governance Guidelines. The guidelines, in conjunction with the Certificate of Incorporation, Bylaws, Code of Business Conduct and Ethics, and Board committee charters form the framework for the governance of AMICAS. These guidelines are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations. The Board expects to review these guidelines at least every two years as appropriate.
Role of the Board of Directors: The Board of Directors, which is elected annually by AMICAS stockholders, oversees and provides policy guidance on the business and affairs of AMICAS. The Board selects the Chairman of the Board (the "Chairman") and the Chief Executive Officer (the "CEO"), appoints most officers, designates which officers are executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and oversees management. The Board also oversees AMICAS' strategic and business planning process. Directors are expected to attend Board and applicable committee meetings and to review meeting materials delivered in advance of such meetings. Directors also are encouraged, but not required, to attend AMICAS' annual meetings of stockholders.
Director Leadership: It is Company policy for the independent directors to appoint an independent director as Lead Director whenever the same individual is the CEO and Chairman. The Lead Director shall preside over any meetings of independent directors and shall act as a liaison between the CEO/Chairman and the independent directors.
Board Membership Criteria: Criteria for Board membership is set forth in the Compensation Committee charter available on the Company’s website.
Selection of New Director: Directors are elected annually by the stockholders at the annual meeting. The Board of Directors proposes a slate of nominees for consideration each year. Between annual meetings, the Board, in accordance with AMICAS' Bylaws, may elect directors to serve until the next annual meeting. Formal offers to join the Board or to be included in the slate of nominees will be extended by the Chairman or the Chair of the Nominating and Corporate Governance Committee.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials , a document signed by the candidate indicating the candidate's willingness to serve, if elected, evidence of the stockholder's ownership of Company stock, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s common stock for at least a year as of the date such recommendation is made The Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Board Size: The Bylaws provide that the number of directors is determined by the Board within a specified range. The Board believes 5 to 7 members is an appropriate size based on the Company’s present circumstances. The Board's size is assessed at least annually by the Nominating and Corporate Governance Committee. If any nominee is unable to serve as a director, which is not anticipated, the Board by resolution may reduce the number of directors or choose a substitute.
Term of Office: Directors serve for a one-year term and until their successors are elected. There are no limits on the number of one-year terms that may be served by a director.
Number and Composition of Board Committees: The Board currently has three Committees: (i) Audit, (ii) Compensation, and (iii) Nominating and Corporate Governance. All members of these Committees are independent directors, as defined under applicable rules of the NASDAQ Stock Market. Each Committee is chaired by an independent director who determines the agenda and frequency of committee meetings and who has unlimited access to management, AMICAS information and independent advisors. Each independent director generally serves on more than one committee. Charters for these Committees are posted on the AMICAS website.
Executive Sessions: The Board expects to hold executive sessions of independent directors at each Board meeting chaired by the Lead Director, but in any event will hold such executive sessions at least two times per year. Any independent director may request that an executive session be scheduled.
Standards of Business Conduct: The Board expects all directors, as well as officers and employees, to display the highest standard of ethics. AMICAS has, and will continue to maintain, a code of conduct, known as the "Code of Business Conduct and Ethics." The Audit Committee periodically reviews the Code of Business Conduct and Ethics. Directors are expected to report any possible conflict of interest between the director and AMICAS.
Succession Planning: The Board shall review a succession plan for the Chief Executive Officer at least annually based upon recommendations from the Compensation Committee.
Director Compensation: Director compensation consists of a combination of cash and equity. Employee directors are not paid additional compensation for their services as directors. The Compensation Committee periodically reviews the amount and form of director compensation and provides a recommendation to the Board as to such compensation based upon the Compensation Committee's consideration of the responsibilities and time commitment of AMICAS directors, as well as competitive information. The Board then sets director compensation for the next year. AMICAS does not enter consulting contracts with, or provide compensation other than director fees to, its independent directors.
Board Access to Senior Management: Directors are encouraged to talk directly to any member of management regarding any questions or concerns the directors may have. Senior management attends Board meetings when practical or when requested.
Director Orientation and Education: AMICAS provides directors continuing education about AMICAS' business; encourages directors to attend appropriate outside continuing education programs; and reimburses each director up to a pre-determined amount each year for any such continuing education programs. AMICAS arranges for each director to become a member of the National Association of Corporate Directors.
Chief Executive Officer Performance Review: The Chair of the Compensation Committee will gather and consolidate input from all directors, and then, based on such factors as are deemed appropriate, the Chair of the Compensation Committee will present the results of the review to the Compensation Committee members. Based on such input, the Compensation Committee assesses CEO performance in connection with determining CEO compensation.
Authority to Retain Advisors: The Board and each Committee will have the authority, at AMICAS' expense, to retain and terminate independent advisors as the Board and any such Committee deems necessary.
Shareholder Communications: Stockholders interested in communicating with the
Board or any individual director may do so by writing to: AMICAS, Inc.,