The President/Founder and CEO has established the Corporate Governance Guidelines to be adopted by the board of directors, and intended to reflect Troomill’s Inc’s commitment to the highest standards of corporate governance, and to comply with the New York stock exchange and all legal requirements.
This document also serves as a flexible framework within which the board may conduct its business. The governance and nomination Committee in conjunction with the President, Founder and CEO will periodically review these guidelines and propose modifications for the board’s consideration as deemed appropriate.
Board of Director’s responsibilities
Basic responsibilities
The business affairs of Troomill are managed under the direction of the Executive Chairman of the board as well as the Founder/ President and Chief executive Officer, who both establishes broad corporate policies in consultation with the board. However both the Executive Chairman and the President/CEO have veto powers over all members of the board.
The board’s responsibilities are active and not passive, and include the responsibility to regularly evaluate the strategic direction, management policies and the effectiveness with which management implements its policies.
The responsibility of directors is to act in good faith and with care, so as to exercise the best business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the Troomill Media Group and all of its subsidiaries, and its investors or where applicble- it’s shareholders, and customers.
Board of Directors and Committee Meetings
The Board of directors will have at least two monthly meetings per month and shall have additional meetings as it believes is necessary to properly discharge its responsibilities.
Each committee of the board will meet as frequently as necessary to properly discharge its responsibilities. The audit committee charter requires that it meet at least six times each year, the Compensation Committee charter requires that it meet at least four times each year, and the Governance and Nomination Committee charter requires that it meet at least three times each year.
Directors are expected to prepare for and participate in all meetings of the board and of committees on which they serve. Directors are encouraged to attend all board and committee meetings in person, and should not participate in such meetings by telephone unless such meetings are designated as telephonic meetings or unless telephone conference is necessary due to unavoidable circumstances.
Directors are also expected to attend Troomill’s annual shareholder meeting.
Information and Materials that are important to members of the Board’s understanding of the business to be conducted at a Board or committee meeting shall, to the extent practical, be provided to the members of the Board or committee, sufficiently in advance of each meeting to permit meaningful review. Directors are expected to review in detail the materials they are provided in advance of each meeting.
The Executive Chairman of the board, with the assistance of the Vice Chair and/or the Chair of the respective Board committee will develop and approve the agenda for each Board and committee meeting. Each member of the board and members of management are free to suggest the inclusion of items monthly the agenda by communicating directly with the chairman of the board ice chair or the chair of the respective Board committee.
Vice Chair
The non-management directors will meet separately, without director’s who are employees of Trumill, at regularly scheduled sessions, and the independent directors will meet separately, without directors who are not independent as determined by the board, at least one each year, at such other times as they deem appropriate.
The chair of the Governance and Nominating Committee shall lead the sessions of the non management director’s and independent directors and shall appropriate items for discussion at such sessions, Each non management director or independent is free to sufficient the inclusion of items.
Deputy Vice Chair
If the board has elected a Vice Chair, then subject to any applicable New York stock exchange rules and other relevant laws and regulations, the responsibilities of the Vice Chair will include, 11) participating in the preparation of agenda and development of a work plan for the board and board committees 111) coordinating Board activities and meeting with the Chairman and members of management on key Board and Committee initiatives and 1v) any other matter as may be delegated by the chairman
Communication with Board of Director’s
In order to facilitate the ability of investors and other interested parties to communicate and make their concerns known to the non-management directors, the non management directors have established an electronic mailing address and a physical mailing address to which interested parties may send communications. These addressed will be included in the company’s annual report which is only accessible to a small group of investors and to all members of the board and management team.
Composition and Selection of the Board of Directors
Size of the board
The board currently has 11 members. The President and CEO and Executive Chairman in consultation with the board will regularly evaluate its size in connection with the director nomination process and at such other times as it is deemed appropriate.
Board Membership Criteria.
Directors of Trumill Media Group should be individuals with substantial accomplishments in their professional backgrounds, and should be current or former leaders in the important companies or institutions with which they are or have been affiliated. They should be able to make independent, analytical inquiries, should exhibit practical wisdom and mature judgment and must be able and willing to devote the necessary time to carrying out their duties and responsibilities as members of the Board. Directors of Troomill are expected to possess the highest personal and professional ethics, integrity and values, and should be committed to promoting the long term interest of Troomill’s private stockholders.
Independence. A majority of Troomill director’s will meet` the criteria for independence established by the New York stock exchange corporate governance listing standards Whether director’s meet the criteria for independence will be reviewed annually prior to their standing for election to the
Board and at such other times as the Board deems appropriate. The independent directors will be identified in the company’s Annual Report.
A Trumill board of director will not be independent if any of the following relationship exists:
- The director, is or has been within the last three years, an employee of Troomill
- An immediate family member of the director is, or has been within the last three years, an executive officer of Troomill
- The director has received, or an immediate family member of the director has received service as an executive officer, during any twelve month period within the last three years, more than $120,000 in compensation from Troomill, other than director and committee fees and pension or any other form of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); 5 A)
(A)The director or an immediate family member of the director is a current partner of a firm that is Troomill’s internal or external auditor.
4 (b) The director is current is a current employee of such a firm.
4 (c) An immediate family member of the director is a current employee of such a firm and personally works on Troomill’s audit.
4(d) The director or an immediate family member of the director was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Troomill’s audit within that time.
4e) A Troomill executive officer is, or has been within the last three years, on the compensation committee of a company which at the same time employed the Troomill director or an immediate family member of the director as an executive officer or the director is an employee, or an immediate family member of the director is an executive officer, of a company that has made payments to, or received payments from, Troomill for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues.
In addition, for a director to be considered independent under the NYSE listing standards, the Board must determine that the director does not have a material relationship with Troomill. The Board has established the following standards to assist it in determining what constitutes a material relationship:
1) Of the types of relationships identified by the NYSE as set forth above that have a look back period of three years occurred more than three years but less than five years ago, The board will consider whether a material relationship exists, of the relationship occurred more than give tears, it would not be considered a material relationship that would impair a director’s independence. In addition, if a relationship of the type
The following relationships will not be considered material relationships that would impair a director’s independence: 1) the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that made payments to, or received payments from, Troomill for property or services in an amount which, in any of the last three fiscal years, is less than 1% of the annual consolidated
Composition of the Board of Board of Directors, Selection Process
The Governance and Nominating Committee is responsible for reviewing with the board, on an annual basis after considering the board’ anticipated needs for the upcoming year, the composition of the board in light of the characteristics of independence, diversity, age, skills, experience, availability of service to Troomill, tenure of incumbent directors on the Board, and such other attributes as the Governance and Nominating Committee shall deem relevant to an individuals qualification to serve on the board. The governance and nominating committee will recommend director candidates and in these guidelines. Qualified candidates for the board recommended by stockholders shall be reviewed in accordance with the policies established by the governance and Nominating Committee.
The board has determined not to establish term limits to an individual’s membership on the Board or a mandatory retirement age. However, the Governance and Nominating Committee will, as part of its annual assessment of the composition of the Board, review the extent of a director’s tenure on the board, and directors should expect that, once elected to the board, they will necessarily be re-nominated thereafter.
Changes in Personal Circumstances
The board will have an audit committee, a compensation Committee and a Governance and Nominating Committee, and any other committees the board deems appropriate. The governance and Nominating a Committee will review on an annual basis the Board’s Committee structure.
Board Committees
Composition and Responsibilities
The board will have an audit Committee, a Compensation Committee, a Governance and Nominating Committee, and any other committees the Board deems appropriate. The Governance and Nominating Committee will review on an annual basis the Board’s structure.
All of the other members of the Audit Committee, Compensation Committee, Governance and Nominating Committee will be independent director under the criteria for independence requires by law or regulation and the NYSE. The members of each committee will be appointed by the Board, taking into account the recommendations of the Governance and Nominating Committee.
Charters
The board has adopted written charters setting forth the purposes, goals and responsibilities of each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, an will adopt such charters for any other committees the board deeps appropriate. Each such committee shall asses the adequacy of its charter annually and to recommend any changes to the Board. The Governance and Nominating Committee shall review all proposed changes to each committee’s charter.
Related Person Transactions
The Governance and Nominating Committee shall review, approve, and ratify, as appropriate, transactions involving Troomill or its subsidiaries and related persons (as such term is defined by the Securities and Exchange Commission) in accordance with written policies and procedures established by the Governance and Nominating Committee from time to time.
Director Access to Management, Employees and Independent Advisors
Access to Management and Employees
Directors have fill and unrestricted access to management and other employees of Troomill Media Group.
Access to Independent Advisors
The board and each committee have the power to hire independent legal, financial or other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of Troomill. Troomill shall provide the funding for any external advisors retained by the Board or a committee.
Internal Reporting
The audit Committee will encourage the submission of, and establish procedures for the confidential treatment, of, complaints and persons by officers and employees regarding accounting, internal accounting controls and auditing matters The procedures by submitting any such complaints and concern will be communicated to the officers and employees.
Director Orientation and Continuing Education
Each new director shall be provided with these guidelines and will participate in Troomill’s orientation initiatives as soon as practicable after his or her election. The orientation initiatives will include presentations by senior management and outside advisers, as appropriate, to familiarize new directors with Troomill’s business, its strategic plans, its significant financial, accounting and risk management issues and its compliance programs, as well as their fiduciary duties and responsibilities as directors. All other directors will be invited to attend any orientation initiatives.
The Governance and Nominating Committee and members of senior management of Troomill, as well as appropriate outside advisors, will periodically report to the Board on any significant developments in the law and practice of corporate governance and other mattes relating to the duties and responsibilities of directors in general.
Directors are encouraged to attend presentations, workshops and other programs held by third party organizations which are designed to educate and inform the director about topical issues affecting board members. Troomill will reimburse the director for the coats of attending a reasonable number of programs each year.
Board of Director Compensation and Benefits
The Governance and Nominating Committee will annually review and recommend to the Board for approval the form and amount of director compensation and benefits for which outside directors are eligible. The Governance and Nominating Committee and the Board will consider that a director’s independence may be jeopardized if compensation and perquisites exceed customary levels, if Troomill makes substantial charitable with which the director is affiliated, or if Troomill enters in consulting contracts with or provides other indirect forms of compensation to a director or any organization with which the director is affiliated.
The Governance and Nominating shall be guided by three principles in its review of outside director compensation and benefits.
- Directors should be fairly compensated for the services they provide to Troomill taking into account, among other things, the size and complexity of Troomill’s business and compensation and benefits aid to directors of comparable companies.
- Directors interests should be aligned with the interests of stockholders
- Director’s compensation should be easy for stockholders to understand
The board believes that director stock ownership helps to align the interests of directors with those of Troomill’s other private stockholders. Within three years of becoming a director, each director is expected to own shares of Troomill’s common stock. The board recognizes that exceptions to this policy may be necessary or appropriate in individual cases, and may approve such exceptions from time to time as it deems appropriate in the interest of Troomill’s stockholders.
Executive Chairman and Founder and Chief executive Officer Evaluation and management Succession
The independent directors of the Board will, on an annual basis evaluate the performances of the Executive Chairman and Founder and the Chief Executive Officer and will report the results of these evaluations to the Compensation Committees.
The Compensation Committee will review and approve goals and objectives relevant to the compensation of the Executive Chairman and Founder and the Chief Executive Officer and evaluate the performances of the Executive Chairman and Founder and the Chief Executive Officer in light of those goals and objectives and after considering the report of the independent directors. The Compensation Committee will set the compensation levels of the Executive Chairman and Founder and the Chief Executive Officer based on these evaluations and will report to the Board on this process.
The non management directors of the Board will review at least annually succession planning for the Executive Chairman and Founder and the Chief Executive Officer. The Executive Chairman and Founder and the Chief Executive Officer shall make available to the Board, and shall meet with the non management directors at least once per year to discuss, their recommendations and evaluations of potential successors to their own, including in the event of a unexpected emergency, along with a review of any development plans recommended for such individuals. In addition, the Executive Chairman and Founder and the Chief Executive Officer shall discuss with the Board, at the least once per year, their succession plans for the Chief Operating Officer, the Chief Financial Officer, the General Counsel and the operating managers who report to the Chief Executive Officer.
Conflicts of Interest
Directors are expected to comply with the policies on conflicts of interest set forth in Troomill’s global business practices statement. Directors are expected to recuse themselves and not participate in the discussion and voting on any matter presented at a board or committee meeting if they believe that they have a personal interest or any other conflict of interes