The board of directors of IPG Photonics Corporation is committed to the highest standards of corporate governance. The board maintains an active role in the business, and regularly monitors corporate policies and decisions with the goal of enhancing the long-term value of the Company. As part of its efforts, the Board has adopted Corporate Governance Guidelines that outline, among other matters, the role and functions of the Board, the responsibilities of various Board committees and the mission of the Board.
These Corporate Governance Guidelines provide, among other things, that:
- a majority of our Board of Directors must be independent;
- the Audit, Compensation, and Nominating and Corporate Governance Committees consist solely of independent directors;
- the independent directors meet in executive sessions without the presence of the non-independent directors or members of our management periodically;
- an independent director presides over executive sessions of independent directors;
- the Board appoints all members of the Board committees;
- directors may not serve on the boards of more than three other public companies; and,
- the Board and committees conduct annual evaluations.
The Board regularly reviews changing legal and regulatory requirements, evolving best practices and other developments. The Board may modify the Corporate Governance Guidelines and its other corporate governance policies and practices from time to time, as appropriate.