Corporate Governance Information

CEO Letter | Board Composition | Committee Roles/Composition | Code of Ethics | Question & Answer To our Shareholders and Employees: At EXACT Sciences Corporation we ask a lot of questions. We ask them of our management team, of our Board, of our scientists, of our strategic partners, and of ourselves. We ask questions because we believe they're the best tools we have to find new ways of doing things, to test old hypotheses, to optimize current methods, to find the best talent, and, ultimately, to build value for you, our shareholders. The right questions often lead to important truths or, if we're lucky, to other, equally vital questions. In 1995 we asked an important question: whether EXACT Sciences could help reduce colorectal cancer mortality (nearly 60,000 deaths annually) by creating new technologies that would be important to non-invasive colorectal cancer screening. We were aware of the limitations of current non-invasive technologies and believed that we could find a better way. With our successes on the research and development fronts, I believe we are even closer to our goal of helping to reduce colorectal cancer mortality-a goal within reach simply because we asked the right question eight years ago. When it comes to corporate governance, we remain equally committed to asking the right questions to ensure that best practices are followed, corporate assets are protected, and shareholder interests are promoted. We focus on good corporate governance not because we have to, but because ethical conduct and full and fair disclosure to our shareholders and the public are a part of who we are. Providing financial information that is transparent, timely, complete, relevant and accurate is of paramount importance to us. Put simply, our quest for competitive excellence begins and ends with our commitment to lawful and ethical conduct. We strive to ensure that all members of our board and all management team members are individuals of the highest personal integrity and impeccable reputation, and that they remain committed to rigorously exercising their oversight responsibilities. At EXACT Sciences, we take very seriously our responsibility to shareholders, the public health, our strategic partners, and the community. Toward this end, we communicate openly about our business and business practices, and we remain committed to abiding by the spirit, not just the letter of the law. Some of the steps we have taken to fulfill this commitment include the following: A majority of our Board are "independent" under applicable regulatory and NASDAQ standards We have established a separate Audit Committee, Corporate Governance and Nominating Committee and Compensation Committees, each of which is comprised entirely of "independent" directors under applicable regulatory and NASDAQ standards Our Audit Committee has established policies consistent with the newly enacted corporate reform laws, and our independent accountants report directly to the Audit Committee Our Compensation Committee annually reviews our CEO's performance in light of the corporate objectives established by the Board before setting the CEO's salary, bonus and other incentive and equity compensation Each committee of the Board operates under a comprehensive charter which establishes the roles and responsibilities of the committee The independent members of our Board meet regularly in executive session chaired by the Chairman of the Board, with no members of management present Our Board, and each of its committees, conducts an annual self-evaluation, including an evaluation of its members We operate under a Code of Ethics that is accepted in writing by each employee, officer and director We have established a hot-line available to all employees and third parties to facilitate anonymous reporting of any questionable activities We have established a disclosure committee, overseen by our Audit Committee, to promote full and fair disclosure in our public filings Our Board and its committees have the right at any time to retain independent outside financial, legal or other advisors We encourage direct shareholder-to-board communication and have established a formal mechanism for this purpose Performance with integrity is what we're about. Challenging ourselves to new heights in science to reduce colorectal cancer death remains at the core of what we do. We are also committed to diligently managing our affairs consistent with the highest principles of business ethics. These dual commitments to scientific advance and business integrity will continue to form the foundation upon which our future is built. We'll continue to challenge ourselves in every aspect of what we do to achieve tomorrow's goals, for the good of the public health and for you, our shareholder. Committee Charters Audit Committee Compensation Committee Corporate Governance and Nominating Committee Governance Documents Code Of Ethics Question & Answer Director Independence Director Qualifications Director Nominations Contact the Board of Directors Executive Sessions Director and Officer Trading back to top