Committees of Our Board

Following the spin-off, the standing committees of our Board will include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each as further described below. Following our listing on NASDAQ and in accordance with the transition provisions of the rules of NASDAQ applicable to companies listing their securities in conjunction with a spin-off transaction, each of these committees will, by the date required by the rules of NASDAQ, be composed exclusively of directors who are independent. Other committees may also be established by our Board from time to time.

Audit Committee

We expect our Board will select the directors who will serve as members of the Audit Committee, all of whom will be independent and at least one of whom will be a financial expert within the meaning of NASDAQ rules. The Audit Committee's responsibilities will include, among other things:

  • Appointing, retaining, overseeing, and determining the compensation and services of our independent auditors.
  • Overseeing the quality and integrity of our financial statements and related disclosures.
  • Overseeing our compliance with legal and regulatory requirements.
  • Assessing our independent auditors' qualifications, independence and performance.
  • Monitoring the performance of our internal audit and control functions.

The responsibilities of our Audit Committee, which we anticipate will be substantially similar to the responsibilities of B/E Aerospace's Audit Committee, will be more fully described in our Audit Committee charter. By the date required by the transition provisions of the rules of NASDAQ, all members of the Audit Committee will be independent and financially literate. Further, at least one of the members of the Audit Committee will possess accounting or related financial management expertise within the meaning of the rules of NASDAQ and qualify as an "audit committee financial expert" as defined under the applicable SEC rules.

Compensation Committee

We expect our Board will select the directors who will serve as members of the Compensation Committee, all of whom will be independent. The Compensation Committee's responsibilities will include, among other things:

  • Providing recommendations to the Board regarding compensation matters.
  • Overseeing our incentive and compensation plans.

The responsibilities of the Compensation Committee, which we anticipate will be substantially similar to the responsibilities of the B/E Aerospace Compensation Committee, will be more fully described in our Compensation Committee charter. Each member of the Compensation Committee will be a non-employee director, and given the relative size of our Board, there will be no prohibition against Compensation Committee interlocks involving any of the projected members of the Compensation Committee.

Nominating and Corporate Governance Committee

We expect our Board will select the directors who will serve as members of the Nominating and Corporate Governance Committee, all of whom will be independent. The Nominating and Corporate Governance Committee's responsibilities will include, among other things:

  • Actively identifying individuals qualified to become Board members.
  • Recommending to the Board the director nominees for election at the next Annual Meeting of Stockholders.
  • Making recommendations with respect to corporate governance matters.

We expect that under our Nominating and Corporate Governance Committee charter, directors will have to inform the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. In addition, we expect that the Nominating and Corporate Governance Committee charter will provide that no director may sit on the Board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business. We also discourage our directors from serving on the board of directors of more than three public companies.

The responsibilities of the Nominating and Corporate Governance Committee, which we anticipate will be substantially similar to the responsibilities of B/E Aerospace's Nominating and Corporate Governance Committee, will be more fully described in our Nominating and Corporate Governance Committee charter.