Our Corporate Governance Principles

The Board's Goals

The business and affairs of the Company are managed by or under the direction of the Board, subject to applicable provisions of our bylaws, certificate of incorporation, and the law. The Board seeks to oversee and direct management in building long-term value for the Company's stockholders. In pursuing this goal, one of the Board's principal roles is to select and oversee a well-qualified and responsible Chief Executive Officer and executive team to manage the Company. The Board also seeks to promote the financial health and high ethical standards of the Company, which benefits not only the long-term interests of the Company's stockholders, but also its customers, clients, employees, and the communities in which it operates. In pursuit of these goals, the Board monitors both the performance of the Company and the performance of the Chief Executive Officer and the executive team.

Size of the Board

Our bylaws currently fix the number of our directors at seven. This number permits diversity of experience without hindering effective discussion or diminishing individual accountability. The size of the Board could, however, be increased or decreased if determined to be appropriate by the Board. A description of the current members of our Board is posted on this website.

Independence of the Board

The Board is comprised of a majority of directors who meet or exceed the criteria for independence established by the NASDAQ Stock Market and the Securities and Exchange Commission. There are no family relationships between any of our directors or officers.

Classification of Our Directors

Pursuant to our certificate of incorporation, subject to certain exceptions and adjustments, the holders of our Class A common stock are entitled to elect four members of our Board and the holders of our Class B common stock are entitled to elect three members of our Board. Moreover, the directors elected by the holders of our Class A common stock are divided into three classes serving staggered terms. The names of the directors so elected and classified are posted on this website.

Role of Directors

Each director is expected to spend the time and effort necessary to properly discharge such director's responsibilities. Each director is expected to regularly attend meetings of the Board and committees on which he or she serves, and to review in advance of meetings material distributed for such meetings. In addition, a director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and the competition it faces, for active and effective participation in the deliberations of the Board and the committees on which he or she serves. Each director is also expected to comply with the Company's Code of Conduct and Ethics (discussed below).

Board Materials Distributed in Advance

Information and materials that are important to the Board's or a committee's understanding of the agenda items and other topics to be considered at a Board or committee meeting are, to the extent practicable, distributed in advance of the meeting to permit prior review by the directors. In the event of a pressing need for the Board or a committee to meet on short notice, or if such materials contain highly confidential or sensitive information, written materials may not be available in advance of the meeting.

Selection of New Directors

The Nominating Committee is responsible for seeking, interviewing, screening, and recommending to our Board qualified individuals, consistent with criteria approved by the committee, as nominees for election to our Board by the holders of our Class A common stock. The Nominating Committee evaluates the qualifications of nominees submitted by holders of our Class A common stock using the same selection criteria the committee uses to evaluate other potential nominees.

Board Compensation

Our non-employee directors are paid for their service as directors, as well as for their services as members of special or standing committees of the Board. The amount and form of this compensation must be approved by the Board. In addition, all directors are reimbursed for their reasonable and customary expenses, if any, incurred in the course of attending any Board or Committee meetings.

Board Committees

The Company currently has three standing Board committees: Audit, Nominating, and Compensation.

The Audit Committee assists the Board in monitoring the quality and integrity of our financial statements, our independent accountants' qualification and independence, the performance of our internal audit function, if any, and independent accountants, and our compliance with legal and regulatory requirements.

The Nominating Committee assists our Board in its selection of individuals as nominees for election to the Board at annual meetings of our stockholders and to fill any vacancies or newly created directorships on our board of directors.

The Compensation Committee discharges our Board's responsibilities in respect of compensation of our executive officers, including approving individual executive officer compensation; oversees our overall compensation and benefit philosophies for executive and non-executive officers; produces an annual report on executive compensation for inclusion in our proxy statement; and reviews the competitiveness of our executive compensation programs while balancing the Board's overall objective of increasing shareholder value.

The purpose and responsibilities for each of these three committees is outlined in detail in the committee charters adopted by the Board, which are posted on this website. The current membership of each of these three committees is also posted on this website.

The Board may from time to time designate one or more additional committees and the directors who will constitute them. Generally, each committee will include a majority of directors elected by holders of our Class A common stock and at least one director elected by holders of our Class B common stock.

Independence of Board Committees

Each of the Audit Committee, the Nominating Committee, and the Compensation Committee is composed entirely of independent directors satisfying applicable NASDAQ Stock Market and legal requirements necessary for an assignment to the committee.

Frequency of Meetings

The Board and each Board committee meet as frequently as needed for the directors to discharge their responsibilities. Without limiting the foregoing, the Board and the Audit Committee each holds regular meetings at least four times per year, and the Nominating Committee and the Compensation Committee each holds a regular meeting at least once a year. The Board and each committee hold special meetings as required.

Evaluation of Chief Executive Officer

The Compensation Committee recommends to the Board for approval annual performance criteria, including long-term and short-term goals, for the Chief Executive Officer. The Compensation Committee reviews the Chief Executive Officer's performance against such established criteria, and reviews and recommends to the Board for approval all compensation arrangements of the Chief Executive Officer.

Strategic Direction of the Company

Normally it is management's responsibility to formulate, propose, and implement strategic choices and the Board's role to approve strategic direction and evaluate strategic results. As a practical matter, the Board and management are better able to carry out their respective strategic responsibilities when there is dialogue among the Chief Executive Officer, other members of management, and other Board members. To facilitate such discussions, members of senior management who are not directors are often invited to participate in Board meetings when appropriate. A description of the members of our executive team is posted on this website.

Director Access to Officers and Employees

Our directors have full and free access to all officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director. Additionally, members of management often attend Board meetings when appropriate.

Code of Conduct and Ethics

Our Code of Conduct and Ethics sets high standards of integrity and ethics for all directors, officers, and employees of the Company. A copy of our Code of Conduct and Ethics is posted on this website.

A toll-free assistance line is available for reporting any potential violations of the Code of Conduct and Ethics, any questionable accounting or auditing matters, or any other ethics, accounting, or legal compliance issues. Reports may be made anonymously, through communications with Global Compliance, a third-party provider, by using the Westway Group, Inc. Workplace Alert Program on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-800-721-7234. Communications will be kept confidential to the extent feasible.