Corporate Governance
Highlights
Throughout its history, The Allied Defense Group has been guided by a value system that emphasizes integrity and trust at all levels of the organization. We have longstanding policies and practices to ensure that our Company is managed with integrity and in our shareholders' best interests. In addition, we are committed to upholding sound principles of corporate governance and to meeting the requirements of federal and state law and the rules of the American Stock Exchange. In September 2004, the Board of Directors updated and affirmed the Company's Corporate Governance Guidelines which, along with the charters of the Board Committees and the Company's Code of Ethics for employees, provide the framework for the governance of the Company.
The Allied Defense Group's Corporate Governance Guidelines address matters such as composition and size of the Board, director qualifications, director responsibilities, frequency of Board meetings (including meetings to be held without the presence of management), and the Board's access to members of management and outside experts.
The Board has the following five standing Committees:
- The Audit Committee, which is comprised of, at a minimum, three independent non-employee directors and assists the Board in its oversight of the Company's financial reporting process, including the Company's system of internal controls;
- The Compensation Committee, which is comprised of, at a minimum, two independent non-employee directors and assists the Board in its oversight of the compensation and benefit programs for executive officers and other employees;
- The Nominating Committee, which is comprised of, at a minimum, two independent non-employee directors and assists the Board in its oversight of the identification and selection of qualified individuals to serve on the Board of Directors or as other key executives;
- The Ethics & Governance Committee, which is comprised of, at a minimum, two independent non-employee directors and assists the Board in its oversight of corporate governance matters; and
- The Strategic Review Committee, which assists the Board in identifying, considering, and recommending actions and strategic financial alternatives to increase return on shareholder investment.
The Company's Code of Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all Allied Defense Group employees.
Additional information about the Board of Directors and ADG Corporate Governance can be found using the links below:
- Board of Directors
- Corporate Leadership
- Committee Composition
- Governance Documents
Contact
You can contact any of our directors, including our Chairman, by writing to them c/o The Allied Defense Group, 8000 Towers Crescent Drive, Suite 260, Vienna, VA 22182 USA. Employees and others who wish to contact the board or any member of the Audit Committee to report complaints or concerns with respect to accounting, internal accounting controls or auditing matters, may do so anonymously by using this address.
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