We have adopted several policies to govern the activities of TESARO, Inc., including corporate governance guidelines and a Code of Business Conduct and Ethics.
The corporate governance guidelines address the duties and responsibilities of each director; the composition, responsibilities and operation of the Board of Directors; the establishment and operation of board committees; succession planning for our Chief Executive Officer; convening executive sessions of independent directors; the Board of Directors' interaction with management and third parties; and the evaluation of the performance of the Board of Directors and the Chief Executive Officer.
The Code of Business Conduct and Ethics is designed to promote the highest standards of ethical conduct by our directors, executive officers and employees. The Code of Business Conduct and Ethics requires that our directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our best interest. Under the terms of the Code of Business Conduct and Ethics, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Business Conduct and Ethics.
The Board of Directors has a standing audit committee, compensation committee and governance and nominating committee. Each of these committees has adopted a charter.
The audit committee is responsible for assisting the Board of Directors in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, and our internal financial and accounting controls. The audit committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the audit committee. The audit committee also prepares the audit committee report that the Securities and Exchange Commission rules require to be included in our filings with the SEC.
The compensation committee recommends, and the Board approves the annual compensation objectives for TESARO, Inc., provides a recommendation on the compensation of the Chief Executive Officer, which is subject to approval by the independent members of the Board of Directors, and establishes the compensation for other executives. The compensation committee reviews all compensation components including base salary, bonus, benefits and other perquisites.
The governance and nominating committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the board. In addition, the governance and nominating committee is responsible for overseeing our corporate governance guidelines and compliance program and reporting and making recommendations to the board concerning corporate governance matters.
|Corporate Governance Guidelines|
|Comprehensive Compliance Program|
|Code of Business Conduct and Ethics|
|Governance and Nominating Committee Charter|
|Compensation Committee Charter|
|Audit Committee Charter|