CORPORATE GOVERNANCE
Ethics and Standards of Behavior
Code of Conduct (Adobe PDF)
Code of Ethics (Adobe PDF)
Corporate Governance Guidelines
Audit Committee Charter and Membership
Membership
Audit Committee Charter
Compensation Committee and Membership
Membership
Compensation Committee Charter
Nominating and Corporate Governance Committee and Membership
Membership
Nominating and Corporate Governance Committee Charter
Reporting Questionable Accounting or Auditing Matters
Ethics and Standards of Behavior
Ethics is our first Core Value, requiring that we treat people with decency and dignity and conduct ourselves with integrity and honor in all aspects of our business. We have a Code of Conduct (Adobe PDF) that applies to all of our directors, officers and employees, each of whom is required to sign an acknowledgment form indicating their agreement to comply with the code. The Code is based on our Core Values and discusses what those values require of us in all major areas of our operations. Additionally, we have adopted a Code of Ethics (Adobe PDF) which has been acknowledged and agreed to by our Chief Executive Officer, Chief Financial Officer and Controller.
Corporate Governance Guidelines
Audit Committee Charter and Membership
Membership
Kurt Anker Nielsen (Chairman)
James A. Harper
David H. MacCallum
The audit committee is responsible for selecting, appointing and overseeing our independent auditors, reviewing the scope and results of audits, submitting appropriate recommendations to the Board of Directors regarding audits, reviewing our internal controls and reviewing filings with the Securities and Exchange Commission (the “Commission”) and other public documents containing our financial statements.
All of the members of the audit committee of the Board of Directors are independent in accordance with applicable rules promulgated by the Securities and Exchange Commission (the “SEC”) and Nasdaq listing standards. Each member is able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement. The Board of Directors has determined that Mr. Nielsen is an “audit committee financial expert” as defined in Section 401(h) of Regulation S-K promulgated by the SEC under the Exchange Act. The Board of Directors has adopted a written Audit Committee Charter.
Compensation Committee and Membership
Membership
Edward E. Penhoet (Chairman)
James A. Harper
Judith A. Hemberger
Jonathan S. Leff
The compensation committee reviews the compensation of our executive officers and directors, carries out duties under our incentive compensation plans and other plans approved by us as may be assigned to the committee by the Board of Directors and makes recommendations to the Board regarding these matters. All members of the compensation committee are non-employee directors of ZymoGenetics and are independent in accordance with applicable rules promulgated by the SEC and Nasdaq listing standards. The Board of Directors has adopted a written Compensation Committee Charter.
The Committee reviews with the Board of Directors all aspects of compensation for the executive officers. ZymoGenetics' executive compensation philosophy is to pay competitively to attract qualified, experienced executive personnel capable of leading our company to the achievement of our business objectives, retain and motivate these executives to achieve superior performance, link individual compensation to individual and company performance, and align executives' financial interests with those of our shareholders.
Nominating and Corporate Governance Committee and Membership
Membership
Kurt Anker Nielsen (Chairman)
David H. MacCallum
Jonathan S. Leff
The Nominating and Corporate Governance Committee, following consultation with other members of the Board of Directors, makes recommendations to the full Board of Directors concerning the size and composition of the Board, evaluates the qualifications of prospective candidates to fill vacancies on the Board and makes recommendations as to particular nominees. Shareholders may recommend Board nominees to the nominating committee by contacting the Secretary of ZymoGenetics at our executive offices. All members of the nominating committee are non-employee directors of ZymoGenetics and are independent in accordance with applicable rules promulgated by the SEC and Nasdaq listing standards. The Board of Directors has adopted a written Nominating and Corporate Governance Committee Charter.
Reporting Questionable Accounting or Auditing Matters
Our Audit Committee has established procedures for the receipt, retention and treatment of complaints or concerns by employees or individuals outside of the company, regarding accounting, internal accounting controls or auditing matters at ZymoGenetics. A person with such a complaint or concern should promptly report the complaint or concern to the Audit Committee of ZymoGenetics' Board of Directors by calling the Company's Ethics and Compliance Hotline at the following toll-free number: (888) 788-0019.
You may report your complaints or concerns anonymously if you prefer to do so. However, the Audit Committee encourages you to supply enough information with your submission to facilitate an effective investigation. All complaints or concerns will be forwarded directly to the Chairman of the Audit Committee for review. The Audit Committee and Company management will maintain the confidentiality and anonymity of persons making complaints or expressing concerns to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation. It is possible that the identity of a person submitting a complaint may become known for reasons outside the control of the Company.
To assist the Audit Committee in reviewing and, if necessary, investigating your complaints or concerns, you should provide as much factual, rather than speculative, information as possible. To the extent possible, you should include the following information in your submission:
- the alleged event, matter or issue that is the subject of the complaint or concern;
- the name of each person involved;
- if the complaint or concern involves a specific event or events, the approximate date and location of each event; and
- any additional information, documentation or other evidence available to support the complaint or concern.
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