Governance
Governance Guidelines
As part of its ongoing efforts to ensure the soundness of the Maxwell Technologies’ governance principles and practices and to communicate the company’s governance policies, The Board of Directors has adopted the following guidelines. Along with the company’s Restated Certificate of Incorporation, as amended, Amended and Restated By-laws and the charters of Committees of the Board, these guidelines form the company’s governance foundation. These guidelines are reviewed periodically and are amended as appropriate.
Quick Links
- Role of the Board of Directors
- Board Membership Criteria
- Director Independence
- Selection of Director Candidates
- Board Size
- Term of Office
- Stock Ownership
- Outside Board Memberships
- Committees of the Board and Committee Composition
- Executive Sessions
- Standards of Business Ethics and Conduct
- Succession Planning
- Board Member Compensation
- Board Member Access to Senior Management
- Director Orientation and Education
- Director Attendance and Performance Evaluation
- Chief Executive Officer Performance
- Access to Independent Advisors
- Board Agenda and Meetings
- Reporting Prohibited Acts or Concerns About Accounting, Controls or Auditing Matters
- Stockholder Communication With the Board of Directors
Role of the Board of Directors
The Board monitors corporate performance, oversees the company’s business affairs, provides policy guidance and monitors the integrity of the company’s financial controls and the effectiveness of its legal compliance programs. The Board oversees the Chief Executive Officer and senior management team and reviews and approves the company’s strategic and business plans, including key financial and other objectives.
Board Membership Criteria
Directors are expected to reflect the highest standards of personal and professional ethics and conduct, and must be committed first and foremost to enhancing stockholder value. Director candidates should have broad, senior-level, experience in business, government, education, technology or public interest activities that qualifies them to provide practical insights and guidance, and must be able to devote sufficient time to effectively fulfill their responsibilities. The Nominating & Governance Committee of the Board is responsible for evaluating the composition of the Board in the context of the operating requirements of the company and stockholders’ interests. This evaluation includes an assessment of the skills, diversity, age and other characteristics of current Board members in light of the company’s current and future needs, with the goal of establishing and maintaining a balance of capabilities, knowledge and experience. Directors and director candidates are not eligible for nomination after attaining the age of 75.
Director Independence
To be considered “independent”, a director must satisfy the independence requirements of the Nasdaq Stock Exchange Listing Standards. A majority of the Board is independent.
Selection of Director Candidates
The Board of Directors proposes a slate of nominees for consideration at each annual meeting of the company’s stockholders. Between annual meetings, the Board may appoint Directors to serve until the next annual meeting. The Nominating & Governance Committee of the Board identifies, investigates and recommends prospective Directors to the Board with the goal of creating a balance of knowledge, experience and diversity. Stockholders may recommend a nominee by writing to the company’s Secretary specifying the nominee's name and qualifications for Board membership. All recommendations are brought to the attention of the Nominating & Governance Committee of the Board.
Board Size
The company’s Amended and Restated By-Laws provide that the number of Directors is determined by the Board. The Board's size is assessed at least annually by the Nominating & Governance Committee of the Board, and changes are recommended to the full Board as appropriate. If any nominee is unable to serve as a Director, the Board may reduce the number of Directors or appoint a substitute to serve until the next annual meeting of the company’s stockholders.
Term of Office
Directors serve staggered three-year terms, up to a total of no more than six terms, and continue until their successors are elected.
Stock Ownership
Each director is required to own at least 10,000 shares of the Company's common stock.
Outside Board Memberships
Directors limit outside board memberships to a number that permits them, according to their individual circumstances, to responsibly perform all of their Director duties, but in no case may serve on more than four public company boards. The Nominating & Governance Committee of the Board reviews and concurs in the election of any employee Director to board positions with other companies or not-for-profit organizations.
Committees of the Board of Directors
The Board has three committees: Audit, Nominating & Governance and Compensation. All Committees are comprised solely of non-employee independent Directors (as independence is defined in the Nasdaq Stock Exchange Listing Standards). In addition, all Audit Committee members meet the criteria for independence set forth in Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each committee of the Board is chaired by an independent Director who determines the agenda, the frequency and length of the meetings, and has unlimited access to management, information and independent advisors, as necessary and appropriate.
Executive Sessions
Non-employee Directors may meet in executive session at each regularly scheduled Board meeting, and at least one executive session of the company’s non-employee Directors must be held each year. Executive sessions are chaired by the Chairman of the Board. Any non-employee Director may request that an executive session be scheduled.
Standards of Business Ethics and Conduct
The company has adopted Standards of Business Ethics and Conduct that apply to all of the company’s employees, officers (including the company’s principal executive officer, principal financial officer, controller and persons performing similar functions) and Directors. Any changes or waivers of the Standards of Business Ethics and Conduct for the company’s principal executive officer, principal financial officer, controller and persons performing similar functions will be disclosed on the company’s website. The Audit Committee of the Board periodically reviews compliance with these Standards.
Succession Planning
The Nominating & Governance Committee of the Board reviews candidates for all senior management positions to ensure that qualified candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of the candidates.
Board Member Compensation
Non-employee Directors receive compensation that is competitive with that of similar companies. The compensation consists of cash and equity components. The company does not have a retirement plan for non-employee Directors. The Nominating & Governance Committee of the Board periodically reviews and recommends changes in Board compensation to ensure that total Director compensation remains competitive and appropriate.
Board Member Access to Senior Management
Directors are encouraged and provided opportunities to directly contact any member of management regarding any questions or concerns the Director may have.
Director Orientation and Education
The company maintains an ongoing Director orientation program that contains written material, oral presentations and site visits. In addition, the company supports continuing Director education.
Director Attendance and Performance Evaluation
Directors are expected to attend, in person or by telephone, all meetings of the Board and of the committees on which they serve, as well as the company’s annual meeting of stockholders. It is the company’s policy to withhold the compensation payable to any Director for service on the Board if he or she does not attend 75 percent or more of the Board meetings and meetings of committees on which the director serves during the company’s most recent fiscal year. Additionally, the Board and each committee conducts annual self-evaluations. The Nominating & Governance Committee of the Board is responsible for recommending changes to improve the Board, committees of the Board and individual Director effectiveness.
Chief Executive Officer Performance
The Board reviews the performance of the company’s Chief Executive Officer. To conduct this review, the chair of the Compensation Committee of the Board chairperson gathers and consolidates input from all non-employee Directors. The consolidated input is reviewed at a meeting in executive session with all non-employee Directors, after which the chair of the Compensation Committee of the Board presents the results of the review to the CEO.
Access to Independent Advisors
The Board and each Committee of the Board have the right at any time to retain independent outside financial, legal or other advisors.
Board Agenda and Meetings
The Chairman of the Board, in consultation with other Directors, determines the timing and length of Board meetings. In addition to regularly scheduled meetings, special meetings of the Board may be called at any time, upon proper notice, to address specific needs of the company. The Chairman of the Board establishes the agenda for each Board meeting with input from the other Directors. The Directors also provide input for pre-meeting materials and make suggestions to committee chairs.
Reporting Prohibited Acts or Concerns About Accounting, Controls or Auditing Matters
The company’s Code of Business Conduct and Ethics directs any employee having knowledge or a concern regarding possible prohibited acts to report this knowledge or concern to his or her supervisor or to the company’s Human Resources Department, or, if such knowledge or concern relates to any unrecorded fund or asset, to report it to the company’s Finance Department. If an employee is not comfortable reporting such knowledge or concern in person, the company has provided a mailbox on its intranet web site through which a report may be made anonymously. This mailbox is monitored by senior management, and all reports are investigated and dealt with appropriately.
Stockholder Communication With the Board of Directors
The Company is committed to facilitating stockholder communication with the Board of Directors. Stockholders may communicate with members of the Board by mail addressed to the full Board, to a specific member of the Board or to a particular committee of the Board at the company’s corporate headquarters, 9244 Balboa Avenue, San Diego, Calif., 92123. Any such communication received at the company’s corporate headquarters will be forwarded, via overnight delivery, to the applicable member(s) of the Board. Alternatively, stockholders may communicate with members of the Board by sending a message to info@maxwell.com. Any such communications should include the name of the stockholder and a return address at which the stockholder can be reached.
