|
|
| 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 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.
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 Robert C. Hausmann, Charles N. Kahn III, James S. Marston, Antonio
R. Sanchez III, and Paul E. Schlosberg are independent members of the
Zix Corporation Board of Directors under the
rules of the NASDAQ and applicable Securities
and Exchange Commission rules. All members of
the Audit, Compensation, and Nominating and Corporate Governance
Committees of the Board are independent.
Audit Committee
Charter of the Audit Committee
Members. The
members of the Audit Committee are Robert C. Hausmann (Chairman), James S. Marston, and Paul E. Schlosberg, all of whom have been determined
by the Board to be independent. Mr. Hausmann is
qualified as an audit committee financial expert
within the meaning of the Securities and Exchange
Commission regulations, and the Board has determined
that he 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
Charles N. Kahn III, James S. Marston (Chairman),
Paul E. Schlosberg and Antonio R. Sanchez III, 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 Charles N. Kahn III (Chairman), and Paul E. Schlosberg, 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 "Nominating
Committee Procedures & Director Qualification
Process."
Shareholder Communication Policy
Shareholders interested in communicating with Zix Corporation's Board of Directors may do so by writing to our General Counsel, Ronald A. Woessner, 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. |
| |
|
|
