Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board in exercising its responsibilities. The Guidelines reflect the Board's commitment to building long-term stockholder value with an emphasis on corporate governance
Ethics and Standards of Behavior
Our Code of Ethics guides our officers, directors and employees in maintaining the highest standards of ethical conduct. All of our employees are required to carry out their duties in accordance with the policies set forth in the Code of Ethics and with applicable laws and regulations. We will disclose any amendment to the Code of Ethics or waiver of a provision of the Code of Ethics for directors and executive officers, including the name of the director or executive officer to whom the waiver was granted on a Form 8-K filed with the Securities and Exchange Commission (the SEC).
Felix J. Baker, an independent director, serves as lead director of the Board. His duties include, among others:
- Providing leadership to the Board complementary to the Chairman of the Board.
- Working with the Chairman of the Board and Corporate Secretary to set the agenda for the Board meetings.
- Chairing regular meetings of the independent directors without management present.
- Chairing Board meetings if the Chairman of the Board is not in attendance.
Our Audit Committee is comprised of the following members of our Board of Directors:
The Audit Committee appoints and establishes the fees for our independent public accountants, reviews and approves the procedures we use to prepare our periodic reports, reviews and approves our critical accounting policies, reviews the independence of the independent public accountants, monitors the effectiveness of the audit effort and oversees our financial and accounting organization and our system of internal accounting controls. The Audit Committee operates under a written charter setting forth the functions and responsibilities of the committee.
All of the members of the Audit Committee are "independent" in accordance with applicable rules promulgated by the SEC and Nasdaq listing standards. The Board of Directors has determined that Mr. Berger is an "audit committee financial expert" as defined in Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Our Compensation Committee is comprised of the following members of our Board of Directors:
The Compensation Committee reviews the compensation of our executive officers, carries out duties under our incentive compensation plans and other plans approved by us as may be assigned to the Compensation Committee by the Board of Directors and makes recommendations to the Board regarding these matters. All members of the Compensation Committee are non-employee directors of Seattle Genetics and are "independent" in accordance with applicable rules promulgated by the SEC and Nasdaq listing standards. The Compensation Committee operates under a written charter setting forth the functions and responsibilities of the committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is comprised of the following members of our Board of Directors:
The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as members of the Board of Directors, recommending nominees to the Board for election as directors of the Company and as members of the committees of the Board of Directors, evaluating the Board's performance, developing and recommending to the Board corporate governance guidelines and providing oversight with respect to corporate governance and ethical conduct. All members of the Nominating and Corporate Governance Committee are non-employee directors of Seattle Genetics and are "independent" in accordance with applicable rules promulgated by the SEC and Nasdaq listing standards. The Nominating and Corporate Governance Committee operates under a written charter setting forth the functions and responsibilities of the committee.
Reporting Questionable Accounting or Auditing Matters
Our Audit Committee has established procedures for the receipt, retention and treatment of complaints or concerns by employees or individuals outside of the Company, regarding accounting, internal accounting controls or auditing matters at Seattle Genetics. A person with such a complaint or concern should promptly report the complaint or concern by calling 866-623-2821 to leave a detailed message, or by writing to the attention of Seattle Genetics' General Counsel or to the Audit Committee of the Board of Directors at the following address:
Seattle Genetics, Inc.
21823 - 30th Drive SE
Bothell, WA 98021
You may report your complaint or concern anonymously and confidentially. However, the Audit Committee encourages you to voluntarily supply contact information with your submission to facilitate clarification and any assistance with possible investigation. If you supply contact information, the Company will maintain the confidentiality of persons making complaints or expressing concerns to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation. To assist the Company in reviewing and, if necessary, investigating your complaints or concerns, you should provide as much factual, rather than speculative, information as possible. To the extent possible, you should include the following information in your submission:
- The alleged event, matter or issue that is the subject of the complaint or concern.
- The name of each person involved.
- If the complaint or concern involves a specific event or events, the approximate date and location of each event.
- Any additional information, documentation or other evidence available to support the complaint or concern.
The Company has adopted a Whistleblower Policy applicable to its employees that provides for protection from retaliation or discrimination by the Company due to such complaints in compliance with applicable laws and regulations.