The Board of Directors of Aemetis, Inc. (the “Board”) has adopted the following guidelines to promote the effective governance of the Company. The Board will also review and amend these guidelines as it deems necessary or appropriate. On behalf of the Company’s stockholders, the Board is responsible for overseeing the management of the business and affairs of the Company. The Board acts as the ultimate decision making body of the Company, except on those matters reserved to or shared with the stockholders of the Company under the laws of Nevada.
In choosing directors, the Company seeks individuals who have a genuine interest in the Company. Such individuals must also have high integrity and business sophistication. The Company’s goal is to elect a majority of directors who are independent. The Board does not have limits on the number of terms a director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. The Governance, Compensation and Nominating Committee are responsible for nominating directors for election or reelection.
Board Size and Committees
The Board presently has six members (two management directors, three independent directors and one director who is not a member of management but would not be considered to be independent). Under the Bylaws of the Company, the Board has the authority to change its size and the Board will periodically review its size as appropriate. The Board has two committees: (i) Audit Committee; and (ii) Governance, Compensation and Nominating Committee. Each Committee consists solely of independent directors. The Board may, from time to time, establish and maintain additional or different committees, as it deems necessary or appropriate.
Voting for Directors
Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following certification of the stockholder vote, offer his or her resignation to the Board for consideration in accordance with the following procedures. All of these procedures shall be completed within 90 days following certification of the stockholder vote.
For purposes of this Section 3, the term “Qualified Independent Directors” means:
- The Qualified Independent Directors (as defined below) shall, considering what is in the best interest of the Company and its stockholders, decide on behalf of the Board the action to be taken with respect to such offered resignation, which can include: (i) accepting the resignation, (ii) maintaining the director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withhold votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation.
- In reaching their decision, the Qualified Independent Directors shall consider all factors they deem relevant, including: (i) any stated reasons why stockholders withheld votes from such director, (ii) any alternatives for curing the underlying cause of the withheld votes, (iii) the director’s tenure, (iv) the director’s qualifications, (v) the director’s past and expected future contributions to the Company, and (vi) the overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet any applicable SEC requirements.
- If the Board determinations to accept such offered resignation, the Company shall promptly disclose publicly in a document furnished or filed with the SEC the director’s resignation.
- A director who is required to offer his or her resignation in accordance with this Section 3 shall not be present during the deliberations or voting whether to accept his or her resignation. Prior to voting, the Qualified Independent Directors will afford the affected director an opportunity to provide any information or statement that he or she deems relevant.
For purposes of this Section 3, the term “Qualified Independent Directors” means:
- All directors who (1) are independent directors; and (2) are not required to offer their resignation in accordance with this Section 3.
- If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations in accordance with this Section 3, then the Qualified Independent Directors shall mean all of the independent directors and each independent director who is required to offer his or her resignation in accordance with this Section 3 shall recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.
The foregoing procedures will be summarized and disclosed each year in the proxy statement for the Company’s annual meeting of stockholders.
The responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its stockholders, and to conduct themselves in accordance with their duties of care and loyalty. Directors are expected to attend Board meetings and meetings of the Committees on which they serve, and to spend the time needed to carry out their responsibilities as directors, including meeting as frequently as necessary to properly discharge those responsibilities. Directors are also expected to review in advance all materials for the meetings of the Board and the Committees on which they serve.
Director Acces to management and Advisors
Each director shall have full and free access to the officers and employees of the Company and its subsidiaries. The Board and each of its Committees has the authority to hire independent legal, financial or other advisors as it may deem to be necessary without consulting or obtaining the advance approval of any officer of the Company.
The Chairman of the Board is responsible for establishing the agenda for each Board meeting. Each director is free to suggest items for inclusion on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting. At least once a year the Board will review the Company’s long-term plans and the principal issues that the Company will face in the future.
It is the policy of the Board that the independent members of the Board meet separately without management directors at least twice per year to discuss such matters as the independent directors consider appropriate. The Company’s independent auditors, finance staff and other employees may be invited to attend these meetings.
Only directors who are neither an employee of the Company or a subsidiary nor a spouse of an employee shall receive compensation for serving on the Board. Changes in the form and amount of director compensation are determined by the full Board. The Board shall critically review any amounts that a director might receive directly or indirectly from the Company, as well as any charitable contributions the Company may make to organizations with which a director is affiliated, in determining whether a director is independent.
Orientation and Continuing Education
Upon appointment, the Corporate Secretary shall provide new directors with orientation materials, including presentations from senior executives and Company policies. Each director is expected to participate in continuing education programs in order to maintain the necessary level of expertise to perform his or her responsibilities. The Corporate Secretary shall work with the Chair of the Governance, Compensation and Nominating Committee as necessary to periodically provide materials that would assist directors with their continuing education.
The Chief Executive Officer will review with the Board succession and development plans for senior executive officers. The Board may from time to time ask the Governance, Compensation and Nominating Committee to undertake specific reviews concerning management succession planning.
Annual Performance Evaluation
The Governance, Compensation and Nominating Committee shall conduct an annual evaluation to determine whether the Board and its committees are functioning effectively and report its conclusions to the Board. Each Committee shall separately conduct an annual evaluation of its performance relative to the requirements of its Charter and report its conclusions to the Board. The Board shall annually conduct a self-evaluation of its performance based in part on the reports of the Committees.
Public Disclosure of Corporate Governance Policies
The Company shall post on its website copies of the current version of these guidelines, the Company’s Code of Business Conduct and Ethics and the charters of the Audit Committee and the Governance, Compensation and Nominating Committee and disclose in its annual report that such information is available on its website or in print to any stockholder that requests it.