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Our business is managed by our senior management under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law. They are summarized in this section.
Corporate Governance Highlights
Board Independence
Currently one of SARS one Board members is iindependent. Independent members do not have any material relationship with the Company outside of their board service and do not receive any direct or indirect benefit from the Company. We are currently recruiting a fifth and sixth member of the Board who would be indepentant to ensure that a majority of the members of the Board are independent members.
Board Committee Independence
The Board has established four different independent Committees: Audit and Finance Committee, Compensation Committee, Governance Committee; and Financing and M&A Committee;
We would like all members of SARS Audit and Finance, Compensation and Governance Committees to be independent, but until we add new members that won't be a option. In addition, we would like to find a Chairpersons of the Audit and Finance, and Compensation Committees that would be financial experts with applicable experience from other companies.
Board Activity
SARS Board became constitutional in 2005 and met one time during 2005;
Average director attendance was 100% in 2005, with no director attending less than 100% of the Board and Committee meetings.
Auditor Independence
The company's independent auditors, Peterson Sullivan LLP report directly to the audit
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