Committees of Our Board of Directors During 2022
Our Board of Directors directs the management of our business affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors. Our Board of Directors has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. During 2022, each director attended more than 75% of the meetings of the Board committees on which he or she served. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. The composition of the Board committees complies with the applicable rules of the Nasdaq Stock Market and applicable law. Our Board of Directors has adopted written charters for each of the standing committees, which are available in the Corporate Governance section of the Investor Relations page on our website at www.gce.com.
Audit Committee (Number of meetings held during 2022: Six). During 2022, our Audit Committee consisted of Mr. Henry (chair), Mr. Adame, Ms. Dial, Ms. Keegan and Ms. Humphrey, each of whom our Board of Directors determined to be “independent,” as defined under and required by the rules of the Nasdaq Stock Market and the federal securities laws. In addition, our Board has determined that each of Mr. Henry, Mr. Adame and Ms. Humphrey qualify as an “audit committee financial expert,” as defined under applicable federal securities laws. Our Audit Committee is directly responsible for, among other things, the appointment, compensation and related audit fee negotiations, retention, and oversight, including selection of the lead engagement partner, and tenure of our independent registered public accounting firm. The oversight includes reviewing the plans and results of the audit engagement with the firm, approving and negotiating any additional professional services provided by the firm and reviewing the independence of the firm. In addition, the Audit Committee is responsible for discussing the effectiveness of the internal controls over financial reporting, review of significant accounting policies, and discussion of significant judgements or accounting estimates during the audit with the firm and relevant financial management.
The Audit Committee is also tasked with oversight of the cybersecurity controls in place at the Company. The Company employs a dedicated Chief Information Security Officer, with an experienced and competent security team, and works closely with the Chief Risk Officer to provide risk reporting and ensure security and compliance. The Company regularly engages third party experts to perform cybersecurity assessments. These assessments are normally performed on an annual basis. Cybersecurity reports are sent to the Audit Committee monthly, and Security, Risk and Compliance updates are provided quarterly. The Company has implemented policies and procedures for all employees including; information security/cybersecurity policies, which are internally available for all employees; information security/cybersecurity awareness training; a clear escalation process which employees can follow in the event an employee notices something suspicious; and information security/cybersecurity is part of the employee performance evaluation and/or disciplinary actions. The Company maintains a cyber insurance policy. The Company has not had a security breach and has not incurred any expenses for a security breach in the past three years.
The Audit Committee also provides oversight of the climate related risks at the Company. We do not operate in a high-risk industry for climate risks. We believe that we have low climate risk with respect to our physical environment (e.g. fires, drought, hailstorms, increasing weather pattern changes). Approximately 90% of our workforce is continuing to work remotely. We have insurance policies in place to cover any damage for our property, plant and equipment. We currently do not have any regulatory emissions reporting obligations. We do not have significant risk from a transition to a low-carbon economy, which could result in changing customer behavior.
Compensation Committee (Number of meetings held during 2022: Five). During 2022, our Compensation Committee consisted of Ms. Humphrey (chair), Mr. Henry, Mr. Adame, Ms. Dial, and Ms. Keegan, each of whom the Board of Directors determined to be “independent,” as defined under and required by the rules of the Nasdaq Stock Market. The Compensation Committee is responsible for, among other things, supervising and reviewing our affairs as they relate to the compensation and benefits of our executive officers and directors, as well as overseeing succession planning for executive officers. In carrying out these responsibilities, the Compensation Committee reviews all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders.
The Compensation Committee’s charter allows it to delegate any matters within its authority to individuals or subcommittees as it deems appropriate. In addition, the Compensation Committee has the authority under its charter to