Sphere 3D is committed to serving its shareholders through sound principals of corporate governance and openness with regulators and the investing public. Honesty and integrity are an integral part of the culture at Sphere 3D. We are proud of the ethical way in which the business has been managed in the past, and we are dedicated to continuing that fine tradition in the future.
To carry on this tradition, Sphere 3D continually monitors its governance process to meet and exceed all regulatory requirements.
At this website, we intend to provide key information about our corporate governance policies. These policies provide a framework for the proper operation of our Company, consistent with our shareholders' best interests and the requirements of the law. Some of our corporate governance policies include:
- Maintenance of Board Committees including Audit, Compensation and Nominating and Governance Committees, all comprised entirely of independent directors;
- Annual review of the charters of each of our Board Committees which clearly establish their respective roles and responsibilities;
- Our Audit Committee Chairman has the requisite financial management expertise required by the corporate governance standards of Ontario Securities Commission, NASDAQ and SEC regulations and applicable law;
- We hold regular Board and Committee meetings with discussion materials distributed to Board and Committee members in advance of meetings;
- The independent members of our Board meet regularly without the presence of management;
- The Board as a whole, and each committee of the Board, is authorized to directly retain and consult with outside experts as the members deem appropriate;
- Prior to engaging in a transaction with a Related Party, the proposed transaction is reviewed and approved by management and the Board or the Audit Committee, pursuant to our Related Party Transaction Policy;
- Our independent auditors, MaloneBailey LLP, report directly to the Audit Committee;
- We have implemented a Whistleblower Policy that includes an employee complaint "hotline" to allow employees to report any ethical or financial/accounting concerns on a confidential or anonymous basis;
- All of our employees and Directors are required to affirm their acceptance of our Code of Business Conduct and Ethics Policy and a Disclosure, Confidentiality and Insider Trading Policy;
- All of our stock-based incentive plans require Shareholder approval ; and
- Loans to officers and directors are prohibited.
Sphere 3D remains dedicated to ensuring the highest standards of conduct and ethical behavior in all aspects of its business and operations. We will continually review our corporate governance policies in light of new regulations and laws and changes in the business community and will refine and fine-tune our policies as necessary.