Corporate Governance
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Although NewLead is not listed on a U.S. national securities exchange, but its securities are quoted on the OTC Pink marketplace, and even though the Company is a Foreign Private Issuer, we opt to adopt and to comply with corporate governance rules and regulations and other guidance as issued by the SEC and as adopted in the listing requirements of the U.S. national securities exchanges. The Company has voluntarily adopted a well-defined corporate governance structure which stems from our commitment to conduct all affairs with trust and integrity. The Board of Directors of the Company as well as the Company’s management are engaged in following and ensuring compliance with corporate governance guidelines, as set by the Company.

Developing and maintaining trusting relationships relies on our ability to consistently maintain high ethical standards and well-structured corporate governance practices. Direction and stewardship of corporate governance practices begin with the Board of Directors; however, it is the responsibility of all employees to uphold the Company’s culture of honesty, integrity, respect, and accountability. The adopted corporate governance practices are routinely reviewed, appraised, and modified to ensure that they meet current expectations for best practices.

NewLead certifies that the Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of Bermuda, where NewLead is registered. Pursuant to an exception for Foreign Private Issuers, NewLead would be exempted from many of U.S. national stock exchanges corporate governance practices other than the requirements regarding the submission of a listing agreement, notification of material non-compliance with stock exchange corporate governance practices and the establishment and composition of an audit committee and a formal written audit committee charter

Some of the practices that NewLead has adopted as part of its corporate governance are described below.

  • NewLead has a Board of Directors with a majority of independent directors which holds at least one annual meeting at which only independent directors are present, consistent with corporate governance requirements. NewLead is not required under Bermuda law to maintain a board of directors with a majority of independent directors, and the Company cannot guarantee that it will always in the future maintain a board of directors with a majority of independent directors.
  • Consistent with Bermuda law, NewLead notifies its shareholders of meetings between 15 and 60 days before the meeting date. This notification contains, among other things, information regarding business to be transacted at the meeting. In addition, the Company’s bye-laws provide that shareholders must give the Company advance notice to properly introduce any business at a meeting of the shareholders. NewLead’s bye-laws also provide that shareholders may designate a proxy to act on their behalf (in writing or by telephonic or electronic means as approved by our board of directors from time to time).
  • The Company requires all staff at all times to act honestly and with integrity and to safeguard the Company’s resources for which they are responsible, in order to maintain a fraud free environment To address the aforementioned issue, the Company has implemented an Anti-Fraud Policy in order to outline the responsibilities of all the involved parties with respect to fraud prevention, the actions to be taken if fraud is suspected and the mechanism of verifying suspicion of fraud, the reporting process and the recovery action plan.
  • The Securities Exchange Act of 1934 prohibits the misuse of material, nonpublic information. In order to avoid even the appearance of impropriety, the Company has instituted policies and procedures, the Insider Trading Policy, to prevent the misuse of nonpublic information.
  • The Company is committed to maintaining the highest standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting and controls, auditing practices and other matters relating to fraud against shareholders. A Code of Business Conduct and Ethics has been implemented by the board of directors and senior management of NewLead to provide principles for conducting business operations to the highest standards and reflect the Company's values. NewLead’s board of directors has established the following committees to assist in carrying out its responsibilities.
  • The Audit Committee comprised of independent directors who are financially literate, and at least one member has accounting or related financial expertise. The Audit Committee is responsible for reviewing the Company's annual financial statements and making recommendations as to approval of such statements by the board of directors, approving the quarterly financial statements of the Company before publication, establishing the independence of the external auditor, overseeing management reporting on internal control.
  • Audit Committee Charter
  • The Governance and Nominating Committee comprised of independent directors and it is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to the board and board committees. Shareholders may also identify and recommend potential candidates to become board members in writing. A formal written Governance and Nominating Charter has been adopted and followed by the Company's board of directors and senior management, pursuant also to the process outlined in our bye-laws.
  • Governance and Nominating Committee Charter
  • The Compensation Committee comprised of independent directors and it is responsible to review the adequacy and form of compensation of senior management, directors and members of the committees of the board and to supervise the administration of the Company's employee stock option plans.
  • Compensation Committee Charter