169 Madison Ave. suite 15043, New York, NY 10016
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These Corporate Governance Guidelines (these “Guidelines”) have been approved by the Board of Directors (the “Board”) of Doc.com, Inc. (the “Company”), and along with the Charters of the Board Committees and the Code of Business Conduct and Ethics, provide the framework for the corporate governance of the Company. These Guidelines are intended to be applied in a manner consistent with applicable laws, including the Delaware General Corporation Law, rules and standards of the National Association of Securities Dealers Automated Quotations (the “NASDAQ”) and the certificate of incorporation and bylaws of the Company. These Guidelines are a flexible framework within which the Board may conduct its business and not intended as a
set of legally binding obligations. The Board may interpret, modify or make exceptions to the Guidelines from time to time in its sole discretion and consistent with its duties and responsibilities to the Company and its stockholders or as required by applicable law and regulations. The Guidelines are subject to periodic review by the Board of Directors.
Directors are expected to be active and engaged in discharging their duties and to keep themselves informed about Company business and operations. In order for the Board to satisfy its responsibilities, each director, at a minimum, is expected to attend the Company’s annual meeting of stockholders, attend a significant majority of Board and Committee meetings and conduct advance review of Board and Committee meeting materials.
The Board has established the Audit Committee to assist in discharging its responsibilities. The Audit Committee has its own charter, which sets forth its responsibilities, qualifications, procedures, and reporting obligations to the Board. The Audit Committee will conduct a self-evaluation annually.
Non-management directors shall contact management as needed. The Board and its Committees shall retain independent outside advisors, as needed, and the Company shall provide appropriate funding, as determined by the Board or any Committee, to compensate such advisors, as well as to cover the administrative expenses incurred by the Board and its Committees in carrying out their responsibilities.
The Company’s executive officers shall not receive additional compensation for their service as directors. The Board believes that director compensation should fairly pay directors for work required in a business of the Company’s size and scope. Compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand.
New directors shall participate in an orientation program. In addition, continuing directors shall be provided with education on appropriate subjects as determined by the Board.
The Board shall approve and maintain a succession plan for the senior executive officers. The Board (1) develops criteria for the selection and performance review of senior executive officer positions that reflect the Company’s business strategy; (2) routinely reviews and discusses succession planning and (3) identifies potential successors for senior executive officer positions. The Board also maintains an emergency succession plan that is reviewed periodically.
The Board and each of the Committees will perform an annual self-evaluation.
Serving on the Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. A director who also serves as the Chief Executive Officer of the Company should not serve on more than one board of a public company in addition to the Company’s Board. Directors other than the Company’s Chief Executive Officer should not serve on more than three boards of other public companies in addition to the Company’s Board. Prior to accepting service on the board of a private company, all directors should (to the extent practicable) notify the Company’s corporate secretary of their intention.
When a director’s principal employment, business association or other professional responsibilities change during his or her tenure as a director, that director shall provide the Chairperson of the Board with prompt notice thereof and tender his or her resignation.. The Board shall determine whether the director’s continued service is appropriate and in the best interest of the Company and its stockholders or whether to accept the director’s resignation.
Directors should protect and keep confidential all of the Company’s non-public information unless the Company has authorized public disclosure or unless otherwise required by applicable law. Confidential information includes all non-public information entrusted to or obtained by a director by reason of his or her position on the Board. This includes, without limitation, Board deliberations, information regarding the Company’s strategy, business, finances, and operations; minutes, reports, and materials of the Board and its Committees; and other documents identified as confidential by the Company.
The Board of Directors will, from time to time as it deems appropriate review and reassess the adequacy of these Guidelines.