The current members of our Audit Committee
are Ms. Gove and Messrs. Marcum and Friedman. Ms. Gove serves as the Audit Committee Chairperson.
In addition to being an “independent
director” under the Marketplace Rules of Nasdaq, each member of the Audit Committee is an independent director as that term
is defined by applicable SEC rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our
Board has also determined that Ms. Gove and Mr. Marcum are “Audit Committee Financial Experts,” as that term is defined
under applicable SEC rules and Nasdaq Marketplace Rules.
Oversight in Addressing Material Weaknesses
in the Company’s Review Controls
The material weaknesses which existed at
December 31, 2017, as identified by the Company in its evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) under the supervision and with the participation
of its management were remediated as of December 31, 2018, except with respect to financial reporting for the modification of our
We are in the process of remediating the
above material weakness and testing the operating effectiveness of the new and existing controls. The material weakness cannot
be considered completely addressed until the applicable additional controls operate for a sufficient period of time and management
has concluded, through testing, that these controls are operating effectively.
The Audit Committee, which as noted above
consists of independent, non-executive directors, will continue to meet regularly with management, the Director of Internal Audit,
and its independent accountants to review accounting, reporting, auditing and internal control matters. The Audit Committee has
direct and private access to the Director of Internal Audit and the external auditors and will continue to meet with each, separately,
in executive sessions of the Audit Committee.
Our Governance/Nominating Committee’s
responsibilities include, among others:
|·||establishing procedures and criteria for the director nomination process;|
|·||assisting the Board in defining and assessing qualifications for Board membership and identifying
qualified individuals to serve as directors;|
|·||recommending director nominees for each annual meeting of the stockholders and nominees for election
and filling any vacancies on the Board;|
|·||considering and recommending to the Board corporate governance principles applicable to the Company;|
|·||overseeing the implementation, amendment and application of all governance policies of the Company
and the Board;|
|·||leading the Board in its self-evaluation and establishing criteria in such evaluation; and|
|·||overseeing the annual evaluation of the Chief Executive Officer and establishing criteria to be used
in such evaluation.|
The current members of our Governance/Nominating
Committee are Messrs. Marcum, Cohen and Barnes. Mr. Marcum serves as the Governance/Nominating Committee Chairperson.