Governance Documents

• By-Laws (pdf)
• Procedures for Communicating with Directors (pdf)
• Corporate Code of Business Conduct and Ethics (pdf)
• Corporate Governance Guidelines (pdf)
• Foreign Corrupt Practices Act (pdf)
• Whistleblower Policy (pdf)
• Insider Trading Policy (pdf)
• Related Party Transactions Policy (pdf)

Committee Charters

• Audit Committee (pdf)
• Compensation Committee (pdf)
• Nominating and Corporate Governance Committee (pdf)
• Finance Committee (pdf)

Audit Committee

The Audit Committee currently consists of four directors, Mr. Germack, who serve as Chairman, and Messrs. Hennessy, Nederlander and Reynolds. All of our Audit Committee members are "independent" under the applicable New York Stock Exchange, or NYSE, and Securities and Exchange Commission, or SEC, rules regarding audit committee membership. Our board of directors has determined that Mr. Germack qualifies as an "audit committee financial expert" under applicable SEC rules and regulations governing the composition of the Audit Committee.

The Audit Committee assists our board of directors in fulfilling its oversight responsibility by overseeing and evaluating (i) the conduct of our accounting and financial reporting process and the integrity of our financial statements; (ii) the functioning of our systems of internal accounting and financial controls; (iii) the performance and independence of our internal audit function and (iv) the engagement, compensation, performance, qualifications and independence of our independent auditors.

Compensation Committee

The Compensation Committee consists of three independent, non-employee directors, Mr. Tankel, who serves as Chairman and Messrs. Bargach, and Germack. The Compensation Committee formulates and oversees the execution of our compensation strategies, including by making recommendations to our Board of Directors with respect to compensation arrangements for senior management, directors and other key employees. The Compensation Committee also administers our 2003 Incentive Stock Plan and our 2006 Incentive Stock Plan.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Mr. Nederlander, as Chairman, and Messrs. Tankel and Hennessy, all of whom are independent under the applicable NYSE and SEC rules. The Corporate Governance and Nominating Committee identifies and evaluates candidates for election as directors, nominates the slate of directors for election by the Company’s stockholders and develops and recommends the Company’s corporate governance principles to the full board.

The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for directors. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current board members, stockholders and other persons. Our Corporate Governance and Nominating Committee has not adopted any specific minimum qualifications for director candidates. The Corporate Governance and Nominating Committee will consider, among other things, a potential director nominee’s ability to satisfy the need, if any, for any required expertise on the board of directors or one of its committees.

Finance Committee