These principles define how the Board collectively will manage its affairs and establish standards of individual Board member conduct. Changes to these principles will be considered by the full Board upon recommendation from the Nominating and Governance Committee.
Our Board performs key functions related to our overall corporate goal of increasing shareholder value. These key functions are implemented through Board actions as required by law and through monitoring of our business affairs, especially management plans and performance.
MGI PHARMA is
incorporated under the laws of the State of
Our Articles of Incorporation require at least three directors on our Board and that a majority of the members be independent directors. We currently have seven members on the Board which we believe strikes an appropriate balance between having a sufficient number of members to achieve a diversity of skills that are relevant to our business and still foster individual participation and effective decision making. Of the seven current members, only our chief executive officer does not qualify as an independent director. Directors serve from the time of their appointment or election to the Board until the next annual meeting, except in the event of earlier death, resignation or removal.
The Board will hold at least five meetings each year. Periodically, only the independent members of the Board will meet. The Chair and chief executive officer will jointly develop agendas and plans for meetings.
For efficient and effective conduct of its business, the Board delegates certain responsibilities to the following committees of Board:
Nominating and Governance Committee - to identify and recommend individuals qualified to become members of the Board, oversee succession planning for the chief executive officer, and recommend to the Board a set of governance principles and review compliance with those principles;
Audit Committee - primarily to provide oversight to our financial reporting, auditing and corporate compliance activities; and
Compensation Committee - to oversee the compensation strategies for corporate executive officers and members of the Board, as well as provide oversight for all corporate benefit plans, including administering all stock award plans.
Each committee has a charter to define its responsibilities and other parameters for conducting its business. Only independent directors may chair committees.
The conduct of Board business must be performed honestly and ethically and in a manner the Board member reasonably believes to be in the best interests of MGI PHARMA and with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
The Board is committed to providing investors with full, fair, accurate, timely and understandable disclosure in the periodic reports that MGI PHARMA is required to file. The Board will endeavor to provide, and to cause MGI PHARMA and its officers to provide to investors all material information relevant to an investment in MGI PHARMA and to voting on MGI PHARMA matters. Individual directors will provide to the best of his/her ability to other directors material information that is relevant to Board actions. Board members will maintain the confidentiality of all material, non-public matters and only our designated spokespeople will provide new public disclosure about our business.
Compliance with Laws, Rules and Regulations
Collectively, the Board will provide to shareholders all material information known by the directors relevant to shareholder voting matters. Individual directors will provide to the best of his/her ability to other directors material information that is relevant to Board actions. Board members will maintain the confidentiality of all material, non-public matters and only our designated spokespeople will provide new public disclosure about our business.
In acting on-behalf of MGI PHARMA, board members will comply, and will endeavor to cause MGI PHARMA and its officers to comply, with all laws and governmental regulations that apply to our business activities. Further, board members will comply with our security trading policy and acknowledge that they are prohibited from illegally trading our securities while in possession of material, non-public information.
Conflicts of Interest
Board members will not be involved in any activity that creates a material conflict of interest between their personal interests and MGI PHARMA's interests. Examples of conflicts of interest include receiving improper benefits as a direct result of his/her position with us, receiving a loan from us, or any situation that interferes with his/her ability to objectively and effectively act as our Board member.
No Board member may use our assets or information for improper personal gain. If an actual or apparent conflict of interest arises, the conflicted Board member will inform the Board and cooperate with the Board in a discussion and resolution of the conflict to the satisfaction of the disinterested members of the Board.
Reporting of Violations
If any Board member becomes aware of any known or suspected violation by another Board member of the provisions of these Board Governance Principles, he or she should inform the Chair of the Board of this fact (or the Chair of the Audit Committee if the Board Chair is involved in the violation). The Board Chair or Chair of the Audit Committee as the case may be shall investigate the facts of the situation and report to the Board as a whole the results of that investigation. The disinterested members of the Board shall then discuss the situation and determine appropriate corrective or preventive actions to be taken.
were adopted by the Board on