The Board of Vislink Technologies, Inc. recognizes that sound principles of corporate governance are essential in making appropriate decisions on behalf of our shareholders, employees, and other stakeholders. To this end, our board of directors has established an audit committee, a compensation committee and a governance and nominations committee. The composition, roles and responsibilities of our board committees, as well as links to our Code of Business Conduct and Modern Slavery Statement, are shown below.
Audit Committee
Members: Sue Swenson (Chair), Ralph Faison, Brian Krolicki
Role and Responsibilities:
The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company, and such other duties as directed by the Board. The Committee’s purpose is to oversee the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company, and the performance of the Company’s internal and independent auditors. The Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders, the Company’s processes to manage business and financial risk, and compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor.
The Committee’s specific responsibilities in carrying out its oversight role are delineated in the Audit Committee Responsibilities Calendar. The Responsibilities Calendar will be updated annually to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. As the compendium of Committee responsibilities, the most recently updated Responsibilities Calendar will be considered to be an addendum to this Charter.
The Committee relies on the expertise and knowledge of management, the internal auditors and the independent auditor in carrying out its oversight responsibilities. Management of the Company is responsible for determining the Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The independent auditor is responsible for auditing the Company’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the Company’s standards of business conduct, codes of ethics, internal policies, procedures and controls.
Compensation Committee
Members: Ralph Faison (Chair), Jim Conway, Jude Panetta
Role and Responsibilities:
The Compensation Committee’s role is to discharge the Board’s responsibilities relating to compensation of the Company’s executives, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans.
Subject to the provisions of any applicable Vislink Technologies corporate governance policies, the principal responsibilities and functions of the Compensation Committee are as follows:
- Review the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s shareholders.
- Review trends in management compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans.
- Review and approve the compensation structure for corporate officers at the level of corporate vice president and above.
- Oversee an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers.
- Review and approve CEO goals and objectives, evaluate CEO performance in light of these corporate objectives, and set CEO compensation consistent with company philosophy. The CEO may not be present during deliberations or voting concerning the CEO’s compensation. The CEO will be reviewed by the Chairman of the Board. The results of the annual CEO evaluation will be considered in setting CEO salary and other compensation.
- Review and approve compensation packages for new corporate officers and termination packages for corporate officers as requested by management.
- Review and discuss with the Board and senior officers plans for officer development and corporate succession plans for the CEO and other senior officers.
- Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. Except as otherwise delegated by the Board, the Committee will act on behalf of the Board as the “Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans.
- Review periodic reports from management on matters relating to the Company’s personnel appointments and practices.
- Produce an annual Report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable Securities and Exchange Commission rules and regulations and relevant listing authority.
- Regularly review and make recommendations about changes to the charter of the Committee.
- Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.
Governance and Nominations Committee
Members: Jim Conway (Chair), Jude Panetta
Role and Responsibilities:
The Governance and Nomination Committee’s role is to: determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, to review, evaluate and recommend changes to the Company’s corporate governance policies and to consider matters of corporate governance generally, to develop and recommend qualification standards and other criteria for selecting new Directors, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders.
Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Governance and Nomination Committee are as follows:
- Annually evaluate and report to the Board on the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of Vislink Technologies, Inc.’s shareholders.
- Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders.
- Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.
- Assist in identifying, interviewing and recruiting candidates for the Board.
- Annually review the composition of each committee and present recommendations for committee memberships to the Board as requested by the Board.
- Periodically review the compensation paid to non-employee directors for annual retainers (including Board and committee Chairs) and meeting fees, if any, and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.
- Develop and periodically review and recommend to the Board appropriate revisions to the Company’s corporate governance policies, including, among other things, periodically reviewing the Company’s General Code of Ethics; Code of Ethics for Executive Officers and Principal Accounting Personnel; confidential information and insider trading policies and any similar Company codes and policies, and, based on such periodic review, recommend changes to the Board as deemed appropriate.
- Monitor compliance with the Company’s corporate governance policies.
- Review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee, directorindependence and the director nominations process, and to recommend that this disclosurebe included in the Company’s proxy statement or annual report on Form 10-K, as applicable.
- Regularly review and make recommendations about changes to the charters of all Board committees after consultation with the respective committee chairs, in addition to the Committee charter.
- Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.
- Assist the Chairman of the Board, if the Chairman is a non-management director, or otherwise the Chairman of the Committee acting as Lead Independent Director, in leading the Board’s annual review of the Chief Executive Officer’s performance.
Link to Code of Business Conduct document
Link to Modern Slavery Document