Our business
affairs are conducted under the direction of the Board of Directors
in accordance with the Minnesota Business Corporation Act and our
Articles of Incorporation and Bylaws. Members of the Board of Directors
are informed of our business through discussions with management,
by reviewing materials provided to them and by participating in
meetings of the Board of Directors and its committees.
The Zareba Systems, Inc. Board of Directors consists of the
following:
Eugene W. Courtney
William R. Franta
Jerry W. Grabowski
John A. Grimstad
Dale A. Nordquist
The corporate governance practices that we follow are summarized
below.
Committees of the Board
Our Board of Directors has three standing committees, the Audit
Committee, the Compensation Committee and the Nominating Committee.
Audit Committee. The Audit Committee generally
oversees the structure of the Company’s internal controls,
reviews the selection of the independent auditors, reviews the annual
audit plan, and oversees the Company’s financial reporting.
The Audit Committee is responsible for the engagement of our independent
accountants and reviews other matters relating to our relationship
with our independent accountants.
Compensation Committee. The Compensation Committee
recommends to the Board of Directors from time to time the salaries
to be paid to our executive officers and any plan for additional
compensation it deems appropriate. In addition, this committee is
vested with the same authority as the Board of Directors with respect
to the granting of awards and the administration of our stock plans.
Nominating Committee. The Nominating Committee
was established in 2003 to recommend candidates for our Board of
Directors.
Communications with the Board
Shareholders may communicate directly with the Board of Directors.
All communications should be directed to our Chief Financial Officer
at the address below and should prominently indicate on the outside
of the envelope that it is intended for the Board of Directors or
for non-management directors. If no director is specified, the communication
will be forwarded to the entire Board. The communication will not
be opened before being forwarded to the intended recipient, but
it will go through normal security procedures. Shareholder communications
to the Board should be sent to:
Chief Financial Officer
Zareba Systems, Inc.
13705 26th Avenue N., Suite 102
Minneapolis, MN 55441
To contact any member of the Board of Directors, you may also send
an email to the corporate offices at corpinfo@ZarebaSystems.com,
or call (763) 551-1125.
Code of Business Conduct and Ethics
The Board has approved a Code of Business Conduct and Ethics, which
applies to all of our employees, directors and officers, including
our principal executive officer, principal financial officer, principal
accounting officer and controller. The Code of Business Conduct
and Ethics addresses such topics as protection and proper use of
our assets, compliance with applicable laws and regulations, accuracy
and preservation of records, accounting and financial reporting,
conflicts of interest and insider trading.
Code of Business Conduct and Ethics pdf |
©2005 Zareba Systems, Inc. All rights reserved.