CORPORATE GOVERNANCE GUIDELINES
The Board of Directors (the “Board”) of Viron (the “Company”) has adopted the corporate governance guidelines set forth below to assist and guide the Board in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation and the Company’s certificate of incorporation, as amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”) and the Company’s bylaws, as amended, restated or otherwise modified from time to time (the “Bylaws”). The Board may review and amend these guidelines from time to time.
I. Director Qualification Standards
A. Director Criteria
The Board shall consider and approve from time to time the criteria that it deems necessary or advisable for prospective director candidates. The Board shall have full authority to modify such criteria from time to time as it deems necessary or advisable.
B. Process for Identifying and Selecting Directors
The Board has the responsibility of identifying suitable candidates (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in these corporate governance guidelines. The Board has authority to nominate a candidate for election by the stockholders as a director or to fill any vacancy that may occur.
In identifying prospective director candidates, the Board may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.
At least annually, the Board will evaluate all relationships between the Company and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Directors must notify the Board in connection with any significant change in employment status so that the potential for conflicts or other factors compromising the director’s ability to perform his duties may be fully assessed.
D. Limit on Number of Other Boards
Carrying out the duties and fulfilling the responsibilities of a director requires a significant commitment of an individual’s time and attention. The Board recognizes that excessive time commitments can interfere with an individual’s ability to carry out and fulfill his or her duties effectively. In connection with its assessment of director candidates for nomination, the Board will assess whether the performance of any director has been or is likely to be adversely impacted by excessive time commitments, including service on other Boards of directors.
Consistent with this belief, directors who also serve as executives of public companies should not serve on more than one Board of a public company in addition to the Viron Board, and other directors should not serve on more than three other Boards of public companies in addition to the Viron Board, absent special circumstances, such as a period of transition or service on the Board of a public company subsidiary in excess of the aforementioned limits as part of the director’s executive responsibilities for a parent company. Directors must notify the Board in connection with accepting a seat on the Board of directors of another business corporation so that the potential for conflicts or other factors compromising the director’s ability to carry out or fulfill his or her duties may be fully assessed.
E. Term and Age Limits
The Board does not believe that arbitrary limits on the number of consecutive terms a director may serve or on the directors’ ages are appropriate in light of the substantial benefits resulting from a sustained focus on the Company’s business, strategy and industry over a significant period of time. Each individual’s performance will be assessed by the Board in light of relevant factors in connection with assessments of candidates for nomination to be directors.
II. Compliance Procedure
A Role of Directors
The business and affairs of the Company are managed by or under the direction of the Board. The Board has delegated to the officers of the Company the authority and responsibility for managing the Company’s everyday affairs. The Board has an oversight role and is not expected to perform or duplicate the tasks of the Chief Executive Officer or senior management.
B. Attendance at Meetings
Each member of the Board is expected to make reasonable efforts to attend regularly scheduled meetings of the Board and to participate in telephone conference meetings or other special meetings of the Board. In the event that directors are unable to make at least 75% of those regular or special meetings, the Company will be required to disclose that fact in its annual proxy statement. In addition, attendance and participation at meetings is an important component of the directors’ duties and, as such, attendance rates will be taken into account by the Board in connection with assessments of director candidates for renomination as directors.
C. Time Commitment; Advance Distribution and Review of Materials
Directors are expected to spend the time needed and meet as frequently as the Board deems necessary or appropriate to discharge their responsibilities. Senior management is responsible for distributing information and data that are important to the Board’s understanding of the business to be conducted at a Board meeting to the directors. Directors should review these materials in advance of the meeting when reasonably practicable.
III. Board Structure
A. Size of Board
The Board reserves the right to increase or decrease the size of the Board, subject to any relevant provisions in the Bylaws or Certificate of Incorporation, depending on an assessment of the Board’s needs and other relevant circumstances at any given time.
B. Board Leadership
The Bylaws provide that Chair of the Board, if one is elected, shall preside at all meetings of the stockholders and the Board. The Chair of the Board shall perform such other duties as the Board may from time to time designate. The Board shall fill the positions of Chair and CEO based upon its view of what is in the best interest of the Company. The Chair and Chief Executive Officer may, but need not be, the same person.
C. Director Access to Management and Independent Advisors
In carrying out its responsibilities, the Board shall be entitled to rely on the advice and information that it receives from management and such experts, advisors and professionals with whom the Board may consult. The Board shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company, attend a meeting of the Board or meet with any members of or advisors to the Board. The Board shall also have the authority to engage legal, accounting or other advisors to provide it with advice and information in connection with carrying out its or their responsibilities.
D. Directors Who Change Job Responsibility
The Board does not believe directors who retire or change their principal occupation or business association should necessarily leave the Board. However, promptly following any such event, the director should notify the Board, so that it can review and advise the Board regarding the continued appropriateness of the director’s Board membership.
IV. Director Compensation
The form and amount of director compensation will be reviewed periodically, but at least annually, by the Board. The Board shall retain the ultimate authority to determine the form and amount of director compensation.
The Company’s executive officers shall not receive additional compensation for their service as directors.
V. Performance Evaluation of the Board
The Board shall conduct a periodic self-evaluation at least annually for the purpose of determining whether it is functioning effectively.
A. Communications with Outside Interested Parties
The Board believes that the management should be responsible for communications with the press, media and other outside parties made on behalf of the Company, though individual Board members may, at the request of management or of the Board, communicate with outside parties, including investors, on behalf of the Company.
B. No Limitation on Other Rights
These guidelines are not intended to modify, extinguish or in any other manner limit the indemnification, exculpation and similar rights available to the directors under applicable law and/or the Certificate of Incorporation and/or the Bylaws.
C. Modifications to Guidelines
Although these corporate governance guidelines have been approved by the Board, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or exchange requirements as they currently exist will be deemed to be modified as and to the extent such legal, regulatory or exchange requirements are modified. In addition, the guidelines may also be amended by the Board at any time as it deems appropriate.
Adopted on September 1, 2021.