Board and Committee Membership
Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board are kept informed of our business through discussions with our Chairman and Chief Executive Officer and other officers, by reviewing materials provided to them, by visiting our offices and plants and by participating in meetings of the Board and its committees.
The Audit Committee
The Audit Committee assists the board of directors in its oversight of the integrity of the financial statements of the Company, as well as compliance with legal and regulatory requirements, and the performance of the Company's internal audit function. The Audit Committee:
- reviews the scope of the audit, the auditors’ fees and related matters with the outside auditors;
- considers whether the provision of information technology and other non-audit services by the outside auditors is compatible with maintaining their independence;
- reviews and approves the non-audit fees of the outside auditors;
- receives copies of the annual comments from the outside auditors on accounting procedures and systems of control;
- reviews any questions, comments or suggestions relating to our internal controls, accounting practices or procedures or those of our subsidiaries with the outside auditors;
- reviews with management and the outside auditors our annual and quarterly financial statements and any material changes in accounting principles or practices used in preparing the statements. This review is performed prior to the filing of a report on Form 10-K or 10-Q with the SEC. This review includes the items required by SAS 61 as in effect at that time in the case of the annual statements and SAS 71 as in effect at that time in the case of the quarterly statements;
- receives from the outside auditors the report required by Independence Standards Board Standard No. 1 as in effect at that time and discusses it with the outside auditors;
- reviews the adequacy of the systems of internal controls and accounting practices of the Company and its subsidiaries regarding accounting trends and developments;
- reviews compliance with laws, regulations, internal procedures, contingent liabilities and risks that may be material to us;
- reviews and reassesses annually the adequacy of its charter; and
- prepares an annual report concerning compliance with its charter for inclusion in the Company’s annual Proxy Statement.
The Board of Directors has determined that all of the members of the Committee are “independent,” as defined by the rules of the NASDAQ Stock Market.
The Compensation Committee
Under the terms of its Charter, the Compensation Committee is responsible for establishing annual and long-term performance goals for our elected officers. This responsibility includes establishing the compensation and evaluating the performance of the Chairman and CEO and other elected officers. In addition, the Committee:
- grants options and awards under the 2010 Stock Incentive Plan;
- advises on the setting of compensation for senior executives whose compensation is not otherwise set by the Committee;
- monitors compliance by officers with our program of required stock ownership; and
- publishes an annual Compensation Committee Report for the shareholders.
The Corporate Governance Committee
Under the terms of its Charter, the Corporate Governance Committee’s purposes include without limitation to:
- assist the Board in identifying qualified individuals to become directors;
- recommend to the Board qualified director nominees for election at the stockholders' annual meeting;
- determine membership on the Board committees;
- recommend Corporate Governance guidelines;
- conduct annual self-evaluations of the Board and the Corporate Governance Committee; and
- report annually to the Board on the Chief Executive Officer succession plan.
The Code of Business Conduct and Ethics for All Directors, Officers and Employees
The Board has adopted a Code of Business Conduct and Ethics for all directors, officers and employees. It is the responsibility of every Company director, officer and employee to maintain a commitment to high standards of conduct and ethics. It is the intent of the Code of Business Conduct and Ethics to inspire continuing dedication to the fundamental principles of honesty, loyalty, fairness and forthrightness. There shall be no waiver of any part of this Code for any director or officer except by a vote of the Board of Directors or a designated Board committee that shall ascertain whether a waiver is appropriate under all the circumstances. In case a waiver of this Code is granted to a director or officer, the notice of such waiver shall be posted on our website at www.warrenresources.com.
Code of Ethics for Senior Financial Officers
The Board has also adopted a separate Code of Ethics for our Chief Executive Officer and Chief Financial Officer ("Senior Financial Officers' Code"). Each of the covered officers has to certify on an annual basis that the officer shall:
- Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
- Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.
- Comply with all applicable laws, rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the officer's independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information, acknowledging that confidential information acquired in the course of business is not to be used for personal advantage.
- Proactively promote ethical behavior among employees at Warren and as a responsible partner with industry peers and associates.
- Maintain control over and responsibly manage all assets and resources employed or entrusted to the officer by Warren.
- Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Senior Officers' Code or the Code of Business Conduct.
There shall be no waiver of any part of the Senior Financial Officers' Code except by a vote of the Board of Directors or a designated Board committee that shall ascertain whether a waiver is appropriate under all the circumstances. In case a waiver of the Senior Financial Officers' Code is granted, the notice of such waiver shall be posted on our website at www.warrenresources.com.