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Governance of the
Company
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translated into five languages, and training programs are held to ensure the code is understood and observed throughout the Company. In July 2018, the Board appointed a Chief Legal and Compliance
Officer (CLCO) who oversees and manages the legal and compliance functions of the Company on a global basis.
Independence and Committees of the Board of Directors
At its meeting in March 8, 2019, the Board undertook a review of Director Independence. It
determined that there were no transactions or relationships between any of the Directors or any member of the Directors immediate family and the Company and its subsidiaries and affiliates. The purpose of this review was to determine the
independence of each of the Directors under the rules of the Nasdaq Stock Market and, for audit committee members, also under the rules of the Securities and Exchange Commission. The Board determined that, other than the CEO, all of the
Companys Directors, Messrs. Bertoneche, Britt, Grzelak, Lemaitre, and Schuetz, and Ms. Koski, qualify as independent.
The Board of Directors has the
three standing committees listed below.
Audit Committee
The Audit Committee, comprised of Marc Bertoneche, Doug Britt, David W. Grzelak (Chair), and Alexander Schuetz, held nine meetings in 2018. The Board of Directors
determined, under applicable SEC and NASDAQ rules, that all of the members of the Audit Committee are independent and that Dr. Bertoneche meets the qualifications as an Audit Committee Financial Expert, and he has been so designated. The
functions of the Audit Committee are to select the independent public accountants who will prepare and issue an audit report on the annual financial statements of the Company and a report on the Companys internal controls over financial
reporting, to establish the scope of and the fees for the prospective annual audit with the independent public accountants, to review the results thereof with the independent public accountants, to review and approve
non-audit
services of the independent public accountants, to review compliance with existing major accounting and financial policies of the Company, to review the adequacy of the financial organization of the
Company, to review managements procedures and policies relative to the adequacy of the Companys internal accounting controls, to review areas of financial risk and provide fraud oversight, to review compliance with federal and state laws
relating to accounting practices and to review and approve transactions, if any, with affiliated parties. It also invites and investigates reports regarding accounting, internal accounting controls or auditing irregularities or other matters.
The Audit Committee is responsible for review of managements monitoring of the Companys compliance with its Code, including its confidential ethics
reporting hotline and the periodic review and update of the code. No waivers of the Companys Code were requested or granted during the year ended December 29, 2018. The Code is available on the Investors page of our Web site
www.heliostechnologies.com
and from the Company upon written request sent to Corporate Secretary, 1500 West University Parkway, Sarasota, Florida 34243.
The
Audit Committee is governed by a written charter approved by the Board of Directors. The charter is available on the Investors page of our Web site
www.heliostechnologies.com
and from the Company upon written request sent to the Corporate
Secretary, 1500 West University Parkway, Sarasota, Florida 34243.
Compensation Committee
The Compensation Committee, comprised of Marc Bertoneche, Douglas M. Britt (Chair), and Christine L. Koski, oversees the Companys compensation program, including
executive compensation and the review, approval and recommendation to the Board of Directors of the terms and conditions of all employee benefit plans or changes thereto. The Committee administers the Companys equity incentive and
non-employee
director fees plans and carries out the responsibilities required by the rules of the Securities and Exchange Commission. The Committee met six times during 2018.
The Compensation Committee is governed by a written charter approved by the Board of Directors. The charter is available on the Investors page of our Web site
www.heliostechnologies.com
and from the Company upon written request sent to the Corporate Secretary, 1500 West University Parkway, Sarasota, Florida 34243.
Governance and Nominating Committee
The Governance and Nominating Committee, comprised of David W. Grzelak, Christine L. Koski, and Alexander Schuetz (Chair), held four meetings in 2018. The primary
purpose of the Committee is to identify and recommend to the Board individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board, develop
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2019 Proxy
Statement
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