Investors
Purpose
The Corporate Governance Guidelines (the "Guidelines") of Marchex, Inc. (the "Company") are intended to ensure that the Board of Directors has the necessary practices in place to effectively act as a representative of the stockholders. The Guidelines are also intended to ensure that the Board of Directors makes decisions that are independent of management and that the long-term interests of the stockholders are being served. The Company aspires to the highest standards of ethical conduct. These Guidelines offer greater transparency with respect to the decision-making processes of the Board of Directors and key committees, and are intended to encourage increased accountability.
Membership
The Board of Directors shall consist of a minimum of five members and will be composed of at least a majority of directors who meet the independence requirements of the Securities and Exchange Commission and the NASDAQ Stock Market, Inc. then in effect. The Board shall periodically evaluate whether the number of members on the Board should be decreased or increased.
The members of the Nominating and Governance Committee shall be responsible for identifying and recommending nominees for director positions to the full Board, which shall then submit its recommendations to the stockholders for election. Stockholders may also propose nominees for consideration to the Nominating and Governance Committee.
The directors are elected at each annual meeting of stockholders to serve until their successors have been duly elected and qualified, or until their earlier resignation or removal. In the event of a vacancy, the Board may elect a director to serve until the next annual meeting, upon recommendation of the Nominating and Governance Committee.
The Chief Executive Officer ("CEO") of the Company shall act as the Chair of the Board of Directors.
Determination of Qualifications
All determinations regarding director independence shall be made by the Board of Directors. In addition, all determinations regarding financial literacy and qualification as an Audit Committee Financial Expert for purposes of Audit Committee membership shall be made by the Board of Directors.
Compensation of Directors
The Company's directors currently do not receive cash compensation for their services as members of the Board of Directors. Directors are, however, reimbursed for the expenses they incur in attending meetings of the Board of Directors or Board committees. The Company may also grant certain non-qualified stock options to its outside directors pursuant to the Company's stock incentive plan. No stock options will be granted to directors who are Company employees for their services as members of the Board of Directors.
Committees of the Board of Directors
The Board has established an Audit Committee, Compensation Committee, and Nominating and Governance Committee to assist the Board with discharging its responsibilities.
The Audit Committee, Compensation Committee and Nominating and Governance Committee shall each be comprised solely of independent directors. The Board is responsible for the appointment of committee members and committee chairpersons according to criteria that it determines to be in the best interest of the Company and its stockholders, after recommendation by the Nominating and Governance Committee.
Each committee will be subject to a formal written charter, which will be published on the Company's website. Each committee shall perform its duties as assigned by the Board in compliance with the Company's by-laws and such committee's charter.
The Board may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
The Audit Committee reviews, with the Company's independent auditors, the scope and timing
of the auditors' services, the auditors' report on consolidated financial statements following
completion of the audit, and the Company's internal accounting and financial control policies and
procedures. In addition, the Audit Committee makes annual recommendations to the Board of
Directors for the appointment of independent auditors for the ensuing year.
Each member of the Audit Committee shall be financially literate, in accordance with the NASDAQ Audit Committee requirements, and at least one member will have: (i) past employment experience in finance or accounting, (ii) requisite professional certification in accounting, or (iii) other comparable experience or background. At least one member of the Audit Committee shall meet the definition of an Audit Committee Financial Expert, in accordance with the Securities and Exchange Commission rules and regulations.
Compensation Committee
The Compensation Committee reviews, evaluates and approves the compensation and benefits of
the Company's executive officers, including the compensation of the CEO and reviews general
policy matters relating to compensation and employee benefits. The Compensation Committee
also administers the Company's various stock option and other incentive plans.
Nominating and Governance Committee
The Nominating and Governance Committee identifies individuals qualified to become Board
members, recommends to the Board those persons to be nominated by the Board of Directors as
directors at the annual meeting of stockholders, maintains and recommends to the Board a set of
corporate governance guidelines applicable to the Company, and oversees the evaluation of the
Board.
Duties and Responsibilities of the Board of Directors
In carrying out its duties and responsibilities, the Board's policies and procedures shall remain flexible, so that it may be in the best position to react and respond to changing circumstances or conditions. The following offers guidelines regarding the Board's duties and responsibilities.
- The Board shall exercise its business judgment to act in what it reasonably believes to be the best interests of the Company and its stockholders.
- The Board shall evaluate the independence of each Board member and shall evaluate any other qualification requirements for committee membership. The Board shall also provide notice of non-compliance of any independence or other qualification requirements to the Securities and Exchange Commission or the NASDAQ Stock Market, Inc., as required by applicable rules and regulations.
- The Board of Directors shall submit its recommendations for directors to the stockholders for election, upon recommendation by the Nominating and Governance Committee. In the event of a vacancy on the Board, the Board may elect a director to serve until the next annual meeting, upon recommendation by the Nominating and Governance Committee.
- The Board shall appoint and evaluate the performance of the Company's executive officers. The Board shall also plan for the succession of the Company's executive officers.
- The Board shall determine the compensation for each of the Company's executive officers, upon recommendation by the Company's Compensation Committee.
- The Board shall appoint the members of the Audit, Compensation and Nominating and Governance Committees, upon recommendation by the Nominating and Governance Committee.
- The Board will determine the responsibilities of each of the Audit, Compensation and Nominating and Governance Committees, from time to time.
- The Board shall provide general advice and counsel to the Company's senior management team in connection with issues arising during the course of managing the Company's business.
- The Board shall review, understand and approve the Company's long-term strategic plans, annual operating plans, significant financial and business transactions and other major corporate actions.
- The Board shall assess major risks facing the Company and review options for their mitigation.
- The Board shall ensure that processes are in place for maintaining the Company's integrity, including ensuring the accuracy, integrity and clarity in financial and other disclosures.
- The Board shall oversee the Company's internal accounting controls for financial reporting, the Company's disclosure controls and procedures, the Company's Code of Conduct applicable to each of the Company's officers, directors and employees and the Code of Ethics applicable to the Company's CEO and all senior financial officers, including the chief financial officer ("CFO") and the principal accounting officer.
Code of Conduct
The Board expects its members, as well as the Company's officers and employees, to act ethically at all times. The Company has adopted a Code of Conduct applicable to each of the Company's officers, directors and employees. The Company expects each director, officer and employee to act in accordance with, and to acknowledge their adherence to, the Company's Code of Conduct. The Board shall not generally permit any waiver from the Code of Conduct for any director or executive officer. Notwithstanding the foregoing, the Company shall disclose any amendments to, or waivers from, any provisions of the Code of Conduct on a Form 8-K filed with the Securities and Exchange Commission and on the Company's website by posting such information within four business days of any such amendment or waiver. The Company's Code of Conduct is freely available to stockholders upon request and is published on the Company's website.
Code of Ethics
The Board expects the Company's CEO and senior financial officers, including the CFO and principal accounting officer, to act ethically at all times. In addition to the general Code of Conduct, the Company has adopted a Code of Ethics applicable to the Company's CEO and senior financial officers. The Company expects its CEO and each senior financial officer to act in accordance with, and to acknowledge their adherence to, the Company's Code of Ethics. The Board shall not generally permit any waiver from the Code of Ethics for the CEO or any senior financial officer. Notwithstanding the foregoing, the Company shall disclose any amendments to, or waivers from, any provisions of the Code of Ethics on a Form 8-K filed with the Securities and Exchange Commission and on the Company's website by posting such information within four business days of any such amendment or waiver.
The Company's Code of Ethics is freely available to stockholders upon request and is published on the Company's website.
Other Policies and Practices
Director Orientation and Continuing Education
The Company's management shall provide orientation materials and arrange orientation meetings
for new directors. This orientation should inform new directors of the Company's business,
strategic plans, financial statements and key policies and practices. Additionally, management
should periodically provide additional materials for all directors on subjects that would assist
them in discharging their duties.
Director Compensation
The Company's management should report to the Compensation Committee on the status of the
Company's Board compensation in relation to other comparable public corporations. The Board
should make changes to its director compensation practices only upon the recommendation of
the Compensation Committee and following discussion and unanimous approval by the Board.
Indemnification
The Company maintains liability insurance for its executive officers and directors. Each of the
directors and executive officers has also entered into an indemnification agreement with the
Company, and the Company's certificate of incorporation and by-laws contain indemnification
provisions to the extent permissible under Delaware law.
Loans to Directors and Executive Officers
The Company shall not make any personal loans to directors, executive officers or family
members of directors or executive officers. The only exceptions shall be for the use of Company
credit cards to effect transactions made in the ordinary course of business of the Company or one
of its subsidiaries.
Change in Director's Job Responsibility
When a director retires from his or her principal occupation or business, or a director's principal
occupation or business changes substantially during his or her tenure as a director, the director
shall notify the Board of such change. The Nominating and Governance Committee should then
review each situation and make a recommendation to the Board as to the continued
appropriateness of Board membership under the new circumstances.
Board Access to Employees
Each director shall have complete and open access to the Company's employees in order to
ensure that directors can ask all questions necessary to fulfill their duties.
Stockholder Access to the Board
The Chair of the Board and CEO is responsible for establishing effective communications with
the Company's stockholders, customers, associates, governments and corporate partners. It is the
policy of the Company that management speaks for the Company. This policy does not preclude
members of the Board from meeting with stockholders, but it is suggested that any such meetings
be held with the knowledge and in presence of management.
Evaluation of Board Performance
The Nominating and Governance Committee shall evaluate the performance and effectiveness of
the Board of Directors in fulfilling their responsibilities in a manner that serves the interests of
the Company's stockholders. The Nominating and Governance Committee shall report the
findings of such review to the Board of Directors.
The Board shall also conduct an annual self-evaluation, which will be developed and recommended to the Board by the Nominating and Governance Committee.
Meetings
(a) General.
The Board of Directors shall meet at such times as it determines to be necessary or appropriate,
but not less than four times per year. A majority of the members of the Board shall constitute a
quorum for the transaction of business. The Board shall keep minutes of its proceedings. The
minutes of a meeting shall be approved by the Board of Directors at its next meeting, shall be
available for review, and shall be filed as permanent records with the Secretary of the Company.
The Board of Directors shall be governed by the provisions contained in the Company's by-laws
regarding meetings (including meetings by conference telephone, remote communication or
similar communications equipment), action without meetings, notice, waiver of notice, and
quorum and voting requirements. The Board shall be authorized to adopt its own rules of
procedure not inconsistent with (i) any provision of these Guidelines, (ii) any provision of the
by- laws of the Company, or (iii) applicable law.
Prior to each meeting, the Chair or Secretary, as the case may be, shall circulate the agenda for the meeting. In addition, all information relevant to the Board's understanding of matters to be discussed at such meeting shall be distributed to all members in advance, whenever feasible and appropriate.
As necessary or desirable, the Board may request that members of management, legal counsel or other experts or advisors, be present at meetings of the Board of Directors. Members of the Board of Directors are expected to use all reasonable efforts to attend each meeting in person.
(b) Executive Sessions of Independent Directors.
The Company's independent directors shall meet regularly in executive session at which only
independent directors are present, but not less than two times per year.
Authority
The Board shall have the funding, resources and authority necessary to discharge its duties and
responsibilities, including the authority to retain outside counsel, search firms, or other experts,
advisers or consultants, as it deems appropriate. The Board shall have unrestricted access to
members of management and all information relevant to its responsibilities. The Board shall
have the authority to form and delegate responsibilities to subcommittees, as may be necessary
or appropriate.
Publication
The Board of Directors shall make these Guidelines freely available to stockholders on request
and shall publish these Guidelines on the Company's website.
Other
The Board of Directors may at any time modify or amend these Guidelines and the Board's
authority and responsibilities set forth herein at any time.
Amended June 5, 2007