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Continucare Governance
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The Board maintains four committees: Audit, Compensation, Nominating and Executive. The Board has adopted written charters for these
committees, each of which can be accessed below.
The Board has also adopted a Code of Business Conduct and Ethics that applies to all of our
directors, officers and employees. This Code also can be accessed below.
Accessing These Documents
Each document is saved as a printable Adobe Acrobat PDF file. Click on the link to
access each document via PDF.
If you do not have Acrobat Reader, you can download a free version here.
Audit Committee
The primary responsibility of the Audit Committee is to oversee Continucare's reporting processes on behalf of the Board and the stockholders and to report the results of its activities to the Board.
Compensation Committee
The Compensation Committee provides assistance to the Board in fulfilling its responsibility to oversee and participate in the creation and administration of executive compensation programs and practices.
Nominating Committee
The Nominating Committee provides assistance to the Board in identifying, screening and recommending
qualified candidates to serve as directors of Continucare.
Executive Committee
The Executive Committee provides assistance during the intervals between meetings of the Board.
Code of Business Conduct and Ethics
The Board has also adopted a Code of Business Conduct and Ethics that applies to
all of our directors, officers (including our Chief Executive Officer, our Chief
Financial Officer and our principal accounting officer) and employees.
Notice of Amendment:
On November 12, 2008, the Board of Directors of Continucare Corporation amended
its Code of Conduct and Ethics to clarify the procedural steps an employee or
director of Continucare must take when faced with a potential conflict of interest,
requiring that an employee or director disclose a conflict of interest, or an
appearance of a conflict of interest, to Continucare's Corporate Director of
Compliance or an independent committee of the Board of Directors for discussion,
consultation and approval. In addition, language has been added that a determination
by the Corporate Director of Compliance or an independent committee of the Board of
Directors that a conflict of interest is not harmful or improper, and its subsequent
approval of such conflict, will not be deemed a "waiver" of any provision of the
Code of Conduct and Ethics. Finally, a new section was added entitled "Section VI -
Corporate Opportunities" to the Code of Conduct and Ethics, which prohibits a Continucare
employee or director from taking an opportunity that rightfully belongs to the company
for him or herself.
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