The Mednax board of directors expects that all associates, including directors and officers, behave ethically at all times and to govern their conduct in accordance with all company’s policies. Associates with finance responsibilities are expected to abide by the Finance Code of Professional Conduct. The board shall not waive any ethics policy for any director or executive officer. If an actual or potential conflict of interest arises for a director, he or she must promptly inform the CEO and the chair of the board (or lead independent director). All directors will recuse themselves from any discussion or decision affecting their personal, business or professional interests. The board will resolve any conflict-of-interest question involving the CEO, chair (or lead independent director) or an executive officer, and the CEO will resolve any conflict-of-interest issue involving any other officer of the company.
Anyone with concerns about Mednax’s conduct or its accounting, internal accounting controls or auditing matters may report it directly to the chair of the board (or lead independent director), non-management directors or the audit committee. Such communications may be confidential or anonymous and submitted via email, in writing or reported by phone. All concerns will be forwarded to the appropriate directors and Mednax’s general counsel or chief compliance officer for review. All outstanding concerns will be reported to the directors quarterly or sooner, depending on the concern that has been raised. Non-management directors, the chair of the board (or lead independent director) or the audit committee may retain outside advisors or counsel for any matter presented to them. Mednax’s code-of-conduct prohibits any associate from retaliating or taking adverse actions against anyone who, in good faith, raises or reports a concern.
Non-management directors and committee chairs will receive reasonable compensation for their services, which will be reviewed periodically. Directors who are associates receive no additional pay for serving as directors. Directors who are members of the audit committee may receive no compensation from the company other than fees for serving as directors.
Every year, the compensation committee will approve the goals and objectives for compensating the CEO. The committee will evaluate the CEO’s performance considering these goals before setting the CEO’s salary, bonus and other incentive compensation. The committee will also annually review and approve the compensation structure for the company’s executive officers, including salary, bonus and additional incentive compensation.
Non-management directors of the board are encouraged to contact executives or other associates of the company at any time.
The board of directors and its committees have the right at any time to retain independent external financial, legal or other advisors.
The board of directors will implement and maintain an orientation program for newly elected board members. Directors are encouraged to continue learning and, where appropriate, the company will provide opportunities for them to become educated in health care services, accounting and finance, leadership, crisis response, industry practices, general management and strategic planning.
The board of directors has established a mandatory retirement age of 80. A director must retire and may not stand for reelection during the calendar year in which he or she attains the age of 80. No director may be nominated to a new term if he or she would reach age 80 by the end of the calendar year in which the election is held.
Following Florida law and the company’s current policies, members of the board of directors are elected by a plurality vote, meaning those receiving the highest number of votes “for” their election are elected to serve as directors regardless of the number of “withhold-authority” or “against” votes received in respect of their election.
The board of directors in its discretion and considering the circumstances will establish a committee comprising non-management members of the board of directors to review incentive compensation that was distributed during or within three years of a restatement of the company’s financial statements in the event of material noncompliance by the company with any financial reporting requirement under applicable securities laws as a result of misconduct.