Corporate Governance


 
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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 Policy on the Prevention of Insider Trading and Selective Disclosure, 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 members of the Board of Directors are Mark J. Bonney, Dr. Taher A. Elgamal, Robert C. Hausmann, Maribess L. Miller, Richard D. Spurr and David J. Wagner. The Board has determined that Mark J. Bonney, Dr. Taher A. Elgamal, Robert C. Hausmann and Maribess L. Miller 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 Chairman of the Board of Directors.


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. All members are qualified as audit committee financial experts within the meaning of the Securities and Exchange Commission regulations, and the Board has determined that they have 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 Dr. Taher A. Elgamal, Robert C. Hausmann (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 Mark J. Bonney and Dr. Taher A. Elgamal (Chair), both 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 and Election Policies.”


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.