The Audit Committee is responsible for overseeing the financial reporting process and monitoring internal control procedures. It also oversees regulatory compliance and the company’s Ethical Code.
Membership of the Audit Committee currently comprises two independent directors, namely, Mr. Mr. James Merselis and Mr. Clint Severson. Mr. Merselis is Chairman of the Audit Committee. The Board of Directors has determined that Mr. Merselis meets the definition of an audit committee financial expert, as defined in Item 401 of Regulation S-K. This determination is made on the basis that Mr. Merselis has extensive experience in advising public and private groups on all aspects of corporate strategy.
As a foreign private issuer whose shares are listed on the NASDAQ National Market, Trinity Biotech is permitted to follow certain home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules. Trinity Biotech has elected to follow home country corporate legislation with respect to the number of persons on our Audit Committee, the number of independent directors on our Board of Directors, director nomination procedures and the composition of our Compensation Committee.
The Remuneration Committee
The Remuneration Committee is responsible for determining the remuneration of the executive directors. The basis for the executive directors’ remuneration and level of annual bonuses is determined by the Remuneration Committee of the Board. In all cases, bonuses and the granting of share options are subject to stringent performance criteria. The Remuneration Committee consists of Mr. Clint Severson (Committee Chairman and Lead Director) and Mr. James Merselis. Non-executive directors are remunerated by fees and the granting of share options.
Non-executive directors who perform additional services on the Audit Committee or Remuneration Committee receive additional fees. The fees payable to non-executive directors are determined by the Board. Each director is reimbursed for expenses incurred in attending meetings of the Board of Directors.