Corporate Governance
Code of Ethics
The intent of this Code of Ethics is to guide employees and Directors with respect to standards of conduct expected in areas where improper activities could damage EntreMed’s reputation and otherwise result in serious adverse consequences to the Company and to the employees and/or Directors involved. The Code is not intended to address every conceivable type of business practice and behavior and, of necessity, cannot address every law or other rule and regulation applicable to EntreMed. However, it is intended to cover those that are most likely to apply to Company employees or Directors, and to summarize our standards and expectations of all of our employees and Directors.
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Executive Committee
In December 2008, in connection with the Company’s reprioritization of its business strategies, the Company implemented a 60% reduction-in-force (the “corporate restructuring”). The corporate restructuring included the elimination of the offices of President & Chief Executive Officer; Chief Financial Officer; Senior Vice President, Research & Development; and Senior Vice President, Corporate & Business Development. As part of the restructuring, the Board of Directors established an Executive Committee charged with developing and overseeing the overall business strategies, goals and direction of the Company and in so doing regularly meet with the officers of the Company. The Executive Committee consists of Michael M. Tarnow, Dwight L. Bush, and Jennie Hunter-Cevera. Mr. Tarnow currently serves as Executive Chairman and Mr. Bush serves as Vice Chairman
Audit Committee
The Audit Committee’s primary purpose is to oversee management’s preparation of the Company’s financial statements and management’s conduct of the Company’s accounting and financial reporting processes; management’s maintenance of the Company’s internal control over financial reporting; the Company’s compliance with applicable legal and regulatory requirements relating to financial controls and reporting; the independent auditor’s qualifications and independence; and the performance of the independent auditors, including the annual independent audit of the Company’s financial statements.
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Compensation Committee
The Compensation Committee’s role is to monitor the performance of, and develop and recommend to the Board the annual compensation (base salary, bonus, stock options and other benefits) for the Chief Executive Officer (“CEO”) of the Company; monitor the performance of, and review, approve and recommend to the Board the annual compensation (base salary, bonus, and other benefits) for all other executive officers (Senior Vice Presidents and above) of the Company; review, approve and recommend to the Board the aggregate number of stock options to be granted to employees; review general policy matters relating to compensation and benefits of employees; and prepare certain portions of the Company’s annual proxy statement, including an annual report on executive compensation.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee will evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease; determine the desired skills and attributes of members of the Board taking into account the needs of the business and Nasdaq listing standards; establish criteria for prospective Board members, conduct candidate searches, interview prospective candidates, and conduct programs to introduce the candidate to a Company, its management, and operations; recommend for the Board’s selection the slate of director nominees to be elected at each annual meeting of stockholders; recommend to the Board persons to fill vacancies created by an increase in size of the Board or the death, resignation, disqualification, or removal of a Director; recommend to the Board the members of all standing Committees; develop for Board consideration corporate governance principles and policies, monitor the Company’s compliance with those policies and Nasdaq listing standards with respect thereto, and recommend any necessary changes to the Board; and consider corporate governance issues that may arise from time to time and make recommendations to the Board with respect thereto.
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