The business and affairs of Given Imaging are managed by our executive officers , under the direction of our Board of Directors , which includes our Chief Executive Officer. Given Imaging’s Board provides a broad range of qualifications and interests ensuring a diversity of viewpoints and expertise.
The Board has two standing committees to assist in managing and discharging its duties and responsibilities. The Audit Committee and the Compensation and Nominating Committee each have a written charter defining the role and responsibility of the committee within the governance framework of the company. The composition of the Board of Directors and its committees satisfies the requirements of the U.S. Securities and Exchange Commission, the NASDAQ Global Market and the Israeli Companies Law, including the requirements concerning the independence of directors and committee members.
The Audit Committee assists the Board in ensuring the integrity of Given Imaging's financial reporting and its responsibilities include:
a. Reviewing the Company’s financial statements and other published financial information;
b. Monitoring the systems of internal accounting and financial controls and the financial reporting process;
c. Monitoring the internal audit function;
d. Selecting and retaining the company’s independent auditors;
e. Reviewing the annual independent audit of the Company’s financial statements; and
f. Reviewing suspected business irregularities and legal compliance issues which are reported to it.
The Audit Committee is also responsible for reviewing and approving related party transactions with office holders and controlling shareholders as required by the Israeli Companies Law and the listing rules of the NASDAQ Global Market.
The members of the Audit Committee are Michael Grobstein (Chairman), James M. Cornelius, Stanley Stern. View here the Audit Committee Charter.
The Compensation and Nominating Committee's responsibilities include:
a. Reviewing and making recommendations regarding the compensation of the Chief Executive Officer and other executive officers;
b. Advising the Board on matters relating to directors' compensation;and
c. Supporting and advising the Board in the process of nominating individuals suitable for serving as directors or executive officers.
The members of the Compensation and Nominating Committee are James M. Cornelius, Michael Grobstein and Doron Birger. View here the Compensation and Nominating Committee Charter .
To promote the commitment of Given Imaging to ethical and lawful conduct of its business and following the requirements of the Sarbanes-Oxley Act and the listing rules of the NASDAQ Global Market, our Board of Directors has adopted a Code of Ethics to Senior Officers and a Code of Business Conduct.
• The Code of Ethics is applicable to the Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions, and addresses their duties with respect to conflicts of interest, fair and accurate disclosure, reporting obligations with respect to internal control deficiencies and fraud, compliance with applicable laws, and other matters.
• The Code of Business Conduct is applicable to directors, executive officers and all other employees, and, in addition to addressing some of the items listed above, also addresses requirements applicable to a company such as Given Imaging that operates in the healthcare industry.