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 CASI’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 CASI. 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.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee’s purpose is to identify and to recommend to the Board individuals it determines to be well-qualified, willing and available to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to review periodically the size of the Board and recommend to the Board any appropriate changes; and to develop and recommend to the Board a set of corporate governance principles applicable to the Company.
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.
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.