Our Board of Directors currently comprises eleven members, nine of whom are not officers of the Company (the Outside Directors
) and two of whom are officers of the Company (the Inside Directors
).
The Board of Directors has determined that all nine of the Outside Directors are independent
as that term is defined under the listing standards of Nasdaq. The Board of Directors has also determined that all members of the Audit Committee meet the additional independence
requirements of the applicable SEC rules regarding audit committee membership.
As part of its analysis, the Board determined that none of the Outside Directors has a direct or indirect material relationship with the Company. Each of the Company's standing Board committees consists entirely of Outside Directors, and thus includes only independent directors.