to the executive directors. Each director owes a duty to the company to properly perform the duties assigned to him and to act in the corporate interest of the company. Under Dutch law, the
corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. Any board resolution regarding a significant change in the identity or character of the company requires
The Chairman of the
board of directors is obligated to ensure, among other things, that (i) each director receives all information about matters that he or she may deem useful or necessary in connection with the proper performance of his or her duties,
(ii) each director has sufficient time for consultation and decision-making, and (iii) the board of directors and the board committees are properly constituted and functioning.
In contemplation of the completion of this offering, Mr. Wroe was appointed as both Chief Executive Officer and
Chairman of the Board on March 8, 2010. In the Netherlands, legislation is pending that prohibits an executive member of the board of a Dutch limited liability company to be chairman of the board. This proposed legislation was sent to the Dutch
Lower House in November 2008 for their comments and amendments. After the process of consultation with the Dutch Lower House has been completed, the proposal will be sent to the Dutch Senate. We cannot predict when or if the legislation will be
finalized and implemented. If the legislation becomes effective in the Netherlands, we expect that our board of directors will appoint one of the non-executive members of the board as Chairman.
Committees of the Board of Directors
Following the 2006 Acquisition, the board of directors of STI
established an audit committee and an executive, compensation and governance committee. The audit committee oversees the financial reporting process and is concerned with compliance with accounting policies, legal requirements and internal controls.
It interacts with and evaluates the effectiveness of the external and internal audit process and reviews compliance with STIs code of conduct. The audit committee is comprised of Messrs. Ward and Zide, with Mr. Ward acting as the audit
committee chairman. The STI board has determined that Mr. Ward is an audit committee financial expert under the rules of the SEC. The audit committee meets with senior management, which includes the chief executive officer and the chief
financial officer, at least four times a year. The external and internal auditors attend these meetings and have unrestricted access to the audit committee and its chairman. The executive, compensation and governance committee is comprised of
Messrs. Ward and Zide. The executive, compensation and governance committee is responsible for reviewing and approving the compensation for the officers and Named Executive Officers. The executive, compensation and governance committee reviews the
overall compensation philosophy and objectives on an annual basis.
Prior to the completion of this offering, the issuer will establish an audit committee, a compensation committee and a nominating and governance committee and will adopt written charters for each of these
committees, which, following this offering, will be available on our website. The composition, duties and responsibilities of these committees are set forth below. Committee members hold office for a term of one year. In the future, our board may
establish other committees, as it deems appropriate, to assist with its responsibilities.
Upon completion of this offering, the audit committee will be responsible for (1) recommending the appointment, retention, termination and compensation of our independent auditors to our
shareholders, (2) approving the overall scope of the audit, (3) assisting the board in monitoring the integrity of our financial statements, the independent auditors qualifications and independence, the performance of our independent
auditors and our internal audit function and our compliance with legal and regulatory requirements, (4) annually reviewing our independent auditors report describing the auditing firms internal quality-control procedures and any
material issues raised by the most recent internal quality-control review, or peer review, of our auditing firm, (5) discussing our annual audited financial and quarterly statements with management and our independent