The Reimbursement and Payer Committee:
The Reimbursement & Payor Committee will consist of Messrs. Joel Kanter, and Dr. Paul Blunden, who will serve as the Chairman of the Reimbursement & Payor Committee. The Board has determined that all of the prospective members of the Reimbursement an Payor Committee are “independent,” as defined by NASDAQ listing standards. The responsibility of the Reimbursement and Payor Committee is to review, set, draft and approve the reimbursement protocols with the government agencies and payors. The Reimbursement & Payor Committee has also been appointed by the board.
The Development Plan Oversight Committee:
The Development Plan Oversight Committee will consist of Wayne Hellman and Colonel Dallas Hack M.D., who will serve as the Chairman of the Development Plan Oversight Committee. The Board has determined that all of the prospective members of the Development Plan Oversight Committee are “independent,” as defined by NASDAQ listing standards. The responsibility of the Development Plan Oversight Committee is to review, set, draft and approve the Development Plan between CVR Medical and CVR Global and to provide all oversight pertaining to milestones achieved against GAANT, payment and subsequent audit of all invoices received for services performed by CVR Global and to make any recommendations to the Board of Directors regarding any changes to the Development Plan needed.
Dallas Hack (Chair)
The Audit Committee:
The Audit Committee will consist of Messrs. Wayne Hellman and Joel Kanter . The board has determined that all of the prospective members of the Audit Committee are “independent,” as defined by the NASDAQ listing standards and by applicable SEC rules. In addition, the Board has determined that Mr. Kanter is an audit committee financial expert, and will serve as its Chairman as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions. The function of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and the review of the Company’s financial reports and information. In addition, the functions of the Audit Committee will include, among other things, recommending to the board the engagement or discharge of independent auditors, discussing with the auditors their review of the Company’s quarterly results and the results of their audit, and reviewing the Company’s internal accounting controls.
Joel Kanter (Chair)
The Compensation Committee:
The Compensation Committee will consist of Messrs. Joel Kanter and Wayne Hellman, who will serve as the Chairman of the Compensation Committee. The Board has determined that all of the prospective members of the Compensation Committee are “independent,” as defined by NASDAQ listing standards. The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our Chief Executive Officer and our other executive officers, including all of the executive officers named in the Summary Compensation Table under the heading “Executive Compensation” below (the “Named Executive Officers”). Among its other duties, the Compensation Committee oversees all significant aspects of the Company’s compensation plans and benefit programs. The Compensation Committee annually reviews and approves corporate goals and objectives for the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee also recommends to the Board the compensation and benefits for members of the board. The Compensation Committee has also been appointed by the board to administer our Stock Option Plan. The Compensation Committee does not delegate any of its authority to other persons.
Wayne Hellman (Chair)
The Nominating & Corporate Governance Committee:
The Nominating and Corporate Governance Committee will be comprised of Dr. Colonel Hack, Wayne Hellman and Joel Kanter. The committee members are independent under applicable NASDAQ rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendations to the full board as to nominees for election to the board, assessing the effectiveness of the board and implementing our corporate governance guidelines.
Code of Business Conduct and Ethics and Insider Trading Policy
Our board of directors will adopt a Code of Ethical Conduct and an Insider Trading Policy.
Wayne Hellman (Chair)