Overview Air Industries Group’s Board of Directors and management are committed to responsible corporate governance to ensure that the Company is managed for the long-term benefit of its stakeholders. To that end, the Air Industries routinely reviews its corporate governance policies to conform, as practicable, with best practices observed by industry counterparts and other publicly-traded companies. The Board and management also regularly evaluate and, when appropriate, revise Air Industries Group’s corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the Securities and Exchange Commission ("SEC") and as prescribed by various stock market organizations.
Disclosure Policy - Air Industries Group maintains policies that apply to all of its employees with regard to the dissemination of information. Among the policies, non-appointed employees may not speak on behalf of the Company to prospective and current investors as well as member of the media. Rumors or speculation regarding Company matters will not be commented upon regardless of the nature of such discussion.
Safe Harbor Statement: Certain matters discussed or represented by the Company in its various form of communication, verbal or in writing, may be deemed 'forward-looking statements' intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company's statements regarding trends in the marketplace, firm backlog, projected backlog, potential future results and acquisitions, are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the timing of projects due to the variability in size, scope and duration of projects, estimates, projections and forecasts made by management with respect to the Company's critical accounting policies, firm backlog, projected backlog, regulatory delays, government funding and budgets, matters pertaining to potential and pending acquisitions subject to and after closings, and other factors, including results of financial audits and general economic conditions, not within the Company’s control. Certain of the Company’s forward looking statements, with the projected backlog in particular, are formulated based on management’s extensive industry experience and understanding and assessment of industry trends, customer requirements, and related government spending. Projected backlog may be subject to variability and may increase or decrease at any time based on a variety of factors, including but not limited to modifications of previously released orders, acceleration of orders under general purchase agreements, etc. The factors discussed herein and expressed from time to time in the Company's filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Independence of the Board of Directors Air Industries Group has determined that a majority of the Board of Directors are independent in accordance with the Nasdaq listing standards.
Board Access to Independent Advisors. The Board members have full and free access to officers and employees of Air Industries Group, Inc. and are free to retain independent legal, financial or other advisors as the Board or a Committee deems necessary.
“Whistleblower” hotline: Air Industries Group has assigned a member of its Board of Directos as the contact point for the collection and resolution of employee and shareholder complaints covering a broad range of financial, accounting and investor issues. To report a breach of standards or inquire about Company policies with the designated Board member, please call 631-968-5000.
CommitteesOur Board of Directors has established an Audit Committee and a Compensation Committee. Audit Committee : Our Audit Committee is composed of Messrs. Siegel and Brown and General Hunt, each of whom is a non-employee member of the Board of Directors. Mr. Siegel serves as Chairman of the Audit Committee and also qualifies as an "audit committee financial expert," as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act. The Board has determined that each member of our Audit Committee meets the current independence and financial literacy requirements under the Sarbanes-Oxley Act and SEC rules and regulations. The Audit Committee is responsible for preparing reports, statements and charters required by the federal securities laws, as well as: - overseeing and monitoring the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, and our internal accounting and financial controls;
- preparing the report that SEC rules require be included in our annual proxy statement;
- overseeing and monitoring our independent registered public accounting firm's qualifications, independence and performance;
- providing the Board with the results of our monitoring and recommendations; and
- providing to the Board additional information and materials as it deems necessary to make the Board aware of significant financial matters that require the attention of the Board.
- Compensation Committee. Our Compensation Committee is composed of General Hunt (Chairman), and Messrs. Siegel and Brown, each of whom is a non-employee member of our Board of Directors.
The Compensation Committee is responsible for, among other things:
- eviewing and approving for the chief executive officer and other executive officers (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements and change in control arrangements, and (e) any other benefits, compensations, compensation policies or arrangements;
- reviewing and making recommendations to the Board regarding the compensation policy for such other officers as directed by the Board;
- preparing a report to be included in our annual proxy statement, if required under applicable rules of the SEC and any exchange or automated quotation service that lists our securities, or through whose facilities our securities are traded, that describes: (a) the criteria on which compensation paid to the chief executive officer for the last completed fiscal year is based; (b) the relationship of such compensation to our performance; and (c) the committee's executive compensation policies applicable to executive officers; and
- acting as administrator of our current benefit plans and making recommendations to the Board with respect to amendments to the plans, changes in the number of shares reserved for issuance thereunder and regarding other benefit plans proposed for adoption.
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