Corporate Governance Principles

Our Restated Certificate of Incorporation, Amended and Restated Bylaws, Corporate Governance Principles and the charters of the Audit Committee, the Compensation and Stock Option Committee (the Compensation Committee) and the Nominating and Corporate Governance Committee (the Nominating Committee) provide the framework for managing and governing CTTC.

The Board is elected by and responsible to our stockholders. Except with respect to matters reserved to stockholders, the Board is the ultimate decision making body of CTTC. In that capacity, the Board takes an engaged and focused approach to its responsibilities and duties, and sets standards to better ensure that we are committed to business success and enhancement of stockholder value by maintaining the highest standard of responsibility and ethics. The Board has designed its governance approach to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance.

Our employees, managers and officers conduct our business under the direction of senior management and the leadership of our Chief Executive Officer (CEO), who is accountable to the Board and ultimately to the stockholders. Management is responsible for the day-to-day operation of our business, strategic planning, budgeting, financial reporting and risk management.

Our Corporate Governance Principles (and the Amended and Restated Bylaws), provide that a majority of the Board shall be independent directors. They also establish factors for the Board to consider in nominating or appointing directors, including:

  • reputation, strength of character, integrity, business ethics and, for non-management directors, independence of the individual;
  • business, government or other professional experience and acumen;
  • the number of other companies as to which the individual serves as a director and the individual's time availability to serve CTTC;
  • knowledge and expertise in life, digital, nano or physical sciences and related business enterprises, and other skills relevant to our business;
  • diversity; and
  • tenure as a member of our Board.