Lifeway and our Board of Directors believe that the sound principles of corporate governance are a key element of our business. Corporate governance at Lifeway is designed to promote the long-term interests of our shareholders, strengthen management accountability, foster responsible decision making, and create a values-driven framework.
The Board of Directors maintains a standing Audit and Corporate Governance Committee comprised of at least 3 independent members of the Board. The Committee assists the Board in discharging its oversight responsibilities in the areas of finance, governance and Board nominations. The Audit and Corporate Governance Committee, like each committee established by the Board, perform its duties as assigned by the Board in compliance with Lifeway’s Bylaws and the Committee’s charter. The specific duties of the Audit and Corporate Governance Committee are described in the Audit and Corporate Governance Committee’s Charter.
The Board of Directors maintains a standing Compensation Committee comprised of at least two independent members of the Board. The Compensation Committee assists the Board in discharging its responsibilities related to compensation of Lifeway’s executive officers and administers our incentive and equity compensation plans. The Compensation Committee also evaluates non-employee director compensation, performs periodic risk evaluations of Lifeway’s compensation practices, policies, and other duties assigned by the Board in compliance with Lifeway’s Bylaws and the Committee’s charter. The specific duties of the Compensation Committee are described in the Compensation Committee’s Charter.
Our corporate governance framework consists of our Articles of Incorporation, our Bylaws, and a set of Board policies and guidelines. We have included our key policies below. The Board routinely reviews evolving practices to determine those practices that will best serve the interests of our shareholders.
- Articles of Incorporation
- Corporate Governance Guidelines
- Executive and Independent Director Stock Ownership Policy
- Incentive Compensation Clawback Policy
- Insider Trading Policy
Also among these key policies is our Code of Conduct and Code of Ethics. This Code applies to all of our employees, directors, officers, agents, and consultants. We have also established a compliance program that is intended to ensure that we have in place policies and systems designed to prevent and detect violations of the Code or any applicable law, policy or regulations.
The Company is committed to achieving compliance with Company policies and procedures as well as all applicable laws and regulations (including those governing ethics and securities), accounting standards, internal accounting controls, and audit practices. Accordingly, we have established a whistleblower policy.
Persons with concerns regarding ethics, fraud, accounting, internal controls, or auditing matters should report their concerns to the General Counsel or Legal Department of the Company. At their option, persons may also directly report their concerns to the Chairperson of the Audit Committee of the Board of Directors.
The Company has a 24-hour per day, 7-day per week hotline and a dedicated website, e-mail address and fax number which can be used to report such concerns. All of these reporting channels are operated by a third party service provider. Persons may report such matters on a confidential or anonymous basis as follows: