Odyssey Marine Exploration, Inc. Corporate Governance must provide a framework for establishing the highest level of business integrity, accountability, and responsible business practices. Our success comes from our passion for creating value – value for customers, stockholders and our employees. Strong Corporate Governance starts with a Board of Directors that is independent, engaged, committed and effective.
Information on our Corporate Governance Policies, various committee charters and guidelines listed below and adopted by our Board of Directors are available through the links below:
These reflect the Board’s current thinking with respect to Corporate Governance issues and will be periodically reviewed and subject to change from time to time by the Board.
Purpose of Corporate Governance
Corporate Governance at Odyssey Marine Exploration serves several purposes:
To establish and preserve management accountability to Odyssey’s stockholders by appropriately distributing rights and responsibilities among Odyssey’s Board members, managers, and stockholders.
To provide a structure through which management and the Board set objectives and monitor performance.
To strengthen and safeguard our culture of strong business integrity and responsible business practices.
To encourage the efficient use of resources and to require accountability for stewardship of those resources.
Role of the Board of Directors
Stockholders elect the Board of Directors to oversee management and to assure that stockholder long-term interests are served. Through oversight, review, and counsel, the Board of Directors establishes and promotes Odyssey’s business and organization objectives. The Board oversees the company’s business affairs and integrity, works with management to determine the company’s mission and long-term strategy, performs the annual CEO evaluation, oversees CEO succession planning, oversees internal controls over financial reporting, and assesses company risks and strategies for risk mitigation.
The Board has three committees: an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. Each Committee is led by, and is composed solely of independent directors. Each Committee is responsible for the review and oversight of Company activities in the areas designated in its Charter.
Corporate Governance Guidelines
Over the course of Odyssey’s history, the Board of Directors has developed corporate governance policies and practices to assist in the performance of its duties and the exercise of its responsibilities in accordance with the listing requirements of the NASDAQ Stock Exchange. These policies are memorialized in the Corporate Governance Charter and Guidelines to assure that the Board has the necessary authority and practices in place to review evolving practices to determine those that will best serve the interests of our stockholders, and most recently amended and modified on March 7, 2008. The Guidelines are just that – guidelines. Except where the Corporate Governance Guidelines reflect requirements of the NASDAQ Stock Exchange for listed companies, they are neither intended to be, nor are they, rigid rules that govern the Board’s activities. The Guidelines are subject to future refinement or changes, as the Board finds necessary to achieve these objectives.
Stockholder Communications with the Board of Directors
Stockholders wishing to contact the Board of Directors or specified members of committees of the Board should send correspondene to the Corporate Secretary, Odyssey Marine Exploration, Inc., 5215 W. Laurel Street, Tampa, Florida 33607. All communications so received from stockholders of the Company will be forwarded to the members of the Board of Directors, or to a specific Board member or committee if so designated by the stockholder. A stockholder who wishes to communicate with a specific Board member or committee should send instructions asking that the material be forwarded to the director or to the appropriate committee chairman. All stockholders are also encouraged to communicate directly with both officers and directors regarding issues affecting the Company at the Annual Meeting of Stockholders.
Policy on Director Attendance at the Annual Meeting of Stockholders
Directors standing for election are expected to attend the Annual Meeting of Stockholders. All of the six Directors standing for election at the 2008 Annual Meeting of Stockholders attended the meeting.