Corporate Governance
Standards & Ethical Principles
Zix Corporation has adopted a Code of Conduct and Code of Ethics to define the standards of conduct and ethics that govern how we conduct our business. Our Code of Conduct and Code of Ethics, which includes the ZixCorp Insider Trading Policy, applies to all directors, officers, and employees of Zix Corporation and each of its subsidiaries, including our Chief Executive Officer, Chief Financial Officer, and other executives. A description of any waivers or violations of our Code of Conduct and Code of Ethics involving any of our Directors or executive officers can be found here.
Confidential Hotline for Accounting or Auditing Irregularities
Zix Corporation has adopted a “whistleblower policy” Confidential Hotline for Accounting or Auditing Irregularities regarding the reporting of improper financial transactions relating to accounting, internal accounting controls or audit matters. The company has established a "hotline" for reporting improper financial transactions of this nature.
Board of Directors
The Board has determined that Mark J. Bonney, Michael E. Dailey, Dr. Taher A. Elgamal, Robert C. Hausmann, Maribess L. Miller and Antonio R. Sanchez III are independent members of the Zix Corporation Board of Directors under the rules of the NASDAQ and applicable Securities and Exchange Commission rules. Robert C. Hausmann serves as the Lead Independent Director on the Board of Directors as described in the Statement of Powers, Duties and Roles of the Lead Independent Director.
Audit Committee
Charter of the Audit Committee
Members. The members of the Audit Committee are Mark J. Bonney, Robert C. Hausmann, and Maribess L. Miller (Chair), all of whom have been determined by the Board to be independent. Ms. Miller is qualified as an audit committee financial expert within the meaning of the Securities and Exchange Commission regulations, and the Board has determined that she has accounting and related financial management expertise within the listing standards of the NASDAQ.
Compensation Committee
Charter of the Compensation Committee
Members. The members of the Compensation Committee are Michael E. Dailey, Dr. Taher A. Elgamal (Chair), and Maribess L. Miller, all of whom have been determined by the Board to be independent.
Nominating and Corporate Governance Committee
Charter of the Nominating and Corporate Governance Committee
Members. The members of the Nominating and Governance Committee are Dr. Taher A. Elgamal, Robert C. Hausmann (Chair) and Antonio R. Sanchez III, all of whom have been determined by the Board to be independent.
Director Candidates. The Nominating and Corporate Governance Committee identifies prospective directors through suggestions by ZixCorp’s stockholders, directors, officers and employees. In addition, the committee may retain a third party to identify prospective directors. The Nominating and Corporate Governance Committee will consider director nominations suggested by stockholders, in accordance with the Committee’s “Director Nomination Process.”
Shareholder Communication Policy
Shareholders interested in communicating with Zix Corporation's Board of Directors may do so by writing to our General Counsel at 2711 North Haskell Avenue, Suite 2200, LB 36, Dallas, Texas 75204-2960. Our General Counsel will review all shareholder communications. Those that appear to contain subject matter reasonably related to matters within the purview of our Board of Directors will be forwarded to the entire Board or the individual Board member to whom the communication is addressed. Obscene, threatening or harassing communications will not be forwarded.