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8/2/2019 Manish sanil
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Manish Sanil
F2-D-45
8/2/2019 Manish sanil
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CORPORTAE OVERVIEW
Founded in 2004, MAKO Surgical Corp. (NASDAQ: MAKO) is an innovative
medical device company that markets both its RIO
Robotic Arm Interactive
Orthopedic System and proprietary RESTORIS
family of implants to surgeons fora procedure called MAKOplasty
that provides a less invasive method for knee
resurfacing and a new procedure for Total Hip Arthroplasty. The
MAKOplasty
solution is comprised of technologies enabled by an intellectual
property portfolio including more than 300 U.S. and foreign, owned and licensed,
patents and patent applications.
MAKOplasty
is powered by the RIO
Robotic Arm Interactive Orthopedic
System, a highly advanced robotic arm technology that assists your orthopedic
surgeon in achieving consistently reproducible precision for the individual patient
in knee and hip joint replacement.
MAKOplasty Partial Knee Resurfacing is an innovative treatment option designed
to relieve pain and restore range of motion for adults living with early to mid-stage
osteoarthritis that has not progressed to all three compartments of the knee.
MAKOplasty
Total Hip Arthroplasty, is a new RIO
robotic arm application for
those in need of total hip replacement. Advanced robotic arm technology and
versatile implants assist surgeons in attaining a new level of accuracy and precision
designed to restore mobility and active lifestyle.
CORPORATE GOVERNANCE
The Board of Directors of MAKO Surgical Corp (the "Company") sets high
standards for the Company's employees, officers and directors. Implicit in this
philosophy is the importance of sound corporate governance. It is the duty of the
Board of Directors to serve as a prudent fiduciary for shareholders and to oversee
the management of the Company's business. To fulfill its responsibilities and to
discharge its duty, the Board of Directors follows the procedures and standards that
are set forth in these guidelines. These guidelines are subject to modification from
time to time as the Board of Directors deems appropriate in the best interests of theCompany or as required by applicable laws and regulations.
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CORPORATE GOVERNANCE GUIDELINES
1. Introduction
The Board of Directors (the Board) of MAKO Surgical Corp. (the
Company) has adopted these corporate governance guidelines (the Guidelines)
to assist the Board in the exercise of its responsibilities. These guidelines should
be interpreted in the context of all applicable laws and regulations and the
Companys charter and bylaws. The Guidelines are subject to periodic review by
the Corporate Governance and Nominating Committee of the Board and, based on
this review and the Corporate Governance and Nominating Committees
recommendations, these Guidelines may be amended in the future as the Board
may deem necessary or advisable and in the best interests of the Company.
2. Board Composition and Size
Independent Directors (as defined below) shall constitute a majority of the
Board and each of the Audit Committee, Compensation Committee, and Corporate
Governance and Nominating Committee shall be entirely comprised of
Independent Directors, subject to any exemptions provided for in the rules and
regulations of the Securities and Exchange Commission (the SEC ) or The
NASDAQ Stock Market ( NASDAQ). Independent Director shall mean a
person who meets the then current requirements for independence of the applicable
rules and regulations of the SEC and NASDAQ.
3. The Committees of the Board
The Board shall have at least three standing committees: (1) the Audit
Committee, (2) the Compensation Committee and (3) the Corporate Governanceand Nominating Committee (each, a Committee and collectively, the
Committees). Each Committee shall have a written charter. Each Committee
shall have, and shall perform the duties and responsibilities set Forth in, its
respective charter. The Board will designate the members of each Committee.
Each Committee member must satisfy the membership requirements set forth in
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the relevant Committee charter, including applicable SEC and NASDAQ
requirements. A director may serve on more than one Committee. Each
Committee shall have the number of meetings provided for in its charter, with
further meetings to occur when deemed necessary or desirable by the Committee
or its chairperson. The agenda for each Committee meeting shall be established bythe Committee chairperson in consultation with appropriate members of the
committee and with management.
4. Lead Director
The Board shall appoint a Lead Director, who shall have the following duties
and responsibilities, together with such additional duties and responsibilities as the
Board might from time to time specify:
Coordinates the activities of the independent directors.
Collaborates very closely with the Boards chairperson (the Chairman) and the
Companys chief executive officer (the CEO) in determining and prioritizing
appropriate Board agenda items. Solicits input from other Board members
regarding concerns and issues requiring Board consideration and discussion.
Reviews Board information needs and assures sufficient and objective fact-finding is contained in materials presented to Board members. Also advises
Chairman and CEO relative to the timeliness, clarity, and objectivity of
information and data contained in pre-meeting packets.
Coordinates and develops the agenda for, chairs and moderates the executive
sessions of, the Boards independent directors and provides feedback to the
Chairman and CEO.
Counsels and advises the Chairman and CEO regarding Board member andstockholder concerns and ways in which relations and communications can be
improved.
Interviews, along with the chair of the Corporate Governance and Nominating
Committee, all Board candidates.
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Solicits suggestions from Board Committee chairs.
Suggests necessary Board or joint Board/management ad hoc committees to
address major complex issues requiring intensive study prior to full Board review.
With the chairman of the Corporate Governance and Nominating Committee,
assists the Board and management in assuring compliance with and
implementation of these Guidelines.
Facilitates the evaluation of the CEOs performance by the independent directors
and meets with the CEO to discuss the Boards evaluation.
Functions as chairman in the absence of the Chairman in presiding over Board
meetings. May also assume the chairmanship of a Board Committee in the
Committee Chairmans absence or at the request of a Committee chair.
May actively participate with the Chairman and CEO and other executive officers
in certain strategic planning/implementation tasks.
May retain external advisors when necessary (independently or collaboratively
with the Chairman and CEO) to contribute to Board director knowledge,
development/information enhancement, or for additional expert opinions.
May preside with the Chairman and CEO at annual stockholder meetings.
The Lead Director must be an Independent Director and must have been a chief
executive officer and/or chairman of the board of a publicly traded medical device
company for at least two years and be willing and able to commit the appropriate
time necessary to carry out the Lead Directors duties and responsibilities.
5. Selection of Directors
Nominations and Appointments. The Corporate Governance and Nominating
Committee shall be responsible for identifying and recommending to the Board
qualified candidates for Board membership. In considering potential candidates
for Board membership, the Corporate Governance and Nominating Committee
shall consider the entirety of each candidates credentials. Qualifications for
consideration as a director nominee may vary according to the particular areas of
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expertise being sought as a complement to the existing composition of the Board.
However, at a mini mum, candidates for director must possess:
High personal and professional ethics and integrity;
An ability to exercise sound judgment;
An ability to make independent analytical inquiries;
A willingness and ability to devote adequate time and resources to diligently
perform Board duties; and
Appropriate and relevant business experience and acumen.
In addition to the aforementioned minimum qualifications, the Corporate
Governance and Nominating Committee may take into account other factors when
considering whether to nominate a particular person. These factors include:
Whether the person possesses specific industry expertise and familiarity with
general issues affecting the Companys business;
Whether the persons nomination and election would enable the Board to have a
member that qualifies as an audit committee financial expert as such term is
defined by the SEC in Item 407 of Regulation S-K, as may be amended;
Whether the person would qualify as an Independent Director;
The importance of continuity of the existing composition of the Board; and
The importance of a diversified Boar d membership, in terms of both the
individuals involved and their various experiences and areas of expertise.
A director candidate should have expertise, skills, knowledge and experience that,
when taken together with that of other Board members will lead to a Board that is
effective, collegial and responsive to the needs of the Company.
The Corporate Governance and Nominating Committee may seek to identify
director candidates based on input provided by a number of sources, including
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(i) Corporate Governance and Nominating Committee members, (ii) other directors
of the Company, (iii) stockholders of the Company, (iv) the Chief Executive
Officer or Chairman of the Company, and (v) third parties. The Corporate
Governance and Nominating Committee also has the authority to consult with or
retain advisors or search firms to assist in the identification of qualified directorcandidates.
The Corporate Governance and Nominating Committee shall give appropriate
consideration to candidates for Board membership recommended for nomination
by stockholders, and shall evaluate such candidates in the same manner as other
candidates identified to the Committee. Stockholders who wish to nominate
director candidates for election by stockholders at the Companys annual meeting
may do so in the manner disclosed in the Companys annual proxy statement and
in accordance with the provisions of the Companys bylaws. Members ofthe
Corporate Governance and Nominating Committee will discuss and evaluate
possible candidates in detail prior to recommending them to the Board.
The Corporate Governance and Nominating Committee shall also be responsible
for initially assessing whether a candidate would be an Independent Director and
recommending a Lead Director to the Board. The Board, taking into consideration
the recommendations of the Corporate Governance and Nominating Committee,
shall be responsible for selecting the nominees for election to the Boar d by thestockholders and for appointing directors to the Board to fill vacancies and newly
created directorships and for appointing a Lead Director, with primary emphasis on
the criteria set forth above. The Board, taking into consideration the assessment
of the Corporate Governance and Nominating Committee, shall also make a
determination as to whether a nominee or appointee would be an Independent
Director.
6. Continuation as a Director
Term Limits; Retirement. The Board does not believe it should limit the number
of terms for which an individual may serve as a director. Directors who have
served on the Board for an extended period of time are able to provide valuable
insight into the operations and future of the Company based on their experience
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with and understanding of the Companys history, policies and objectives.
Similarly, although the Board does not currently believe that a fixed retirement age
for directors is appropriate, the Board will periodically review this position.
Change in Job Responsibility. When a directors principal occupation or business
association changes from his or her present employment, the director shall informthe chairperson of the Corporate Governance and Nominating Committee. The
Corporate Governance and Nominating Committee shall review the directors
continuation on the Board, and recommend to the Board whether, in light of the
circumstances, the Board should request that the director tender his or her
resignation from the Board or whether the director continues to meet the Boards
membership criteria in light of his or her new professional status.
7. Board Meetings and Materials
The Board is expected to meet at least once per quarter. Further meetings shall
occur when called in accordance with the Companys bylaws.
The agenda for each Board meeting shall be established by the Chairman and
CEO in collaboration with the Lead Director. Any Board member may suggest the
inclusion of additional subjects on the agenda. Information important to the
Boards understanding of the items of the agenda of the meeting should bedistributed in writing to the Board a reasonable time before each Board meeting.
However, in certain circumstances, it may not be possible to circulate materials in
advance of the meeting and this shall not preclude discussion of the matters by the
Board.
The Board encourages management to bring into Board meetings from time to
time (or otherwise make available to Board members, at their request) individuals
who can provide additional insight into the items being discussed because of
personal involvement and substantial knowledge in those areas.
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8. Selection of Chairman of the Board and Chief Executive Officer
The Board shall select the Chairman in any way it considers to be in the best
interests of the Company and its stockholders. Accordingly, the Board does not
have a policy on whether the roles of Chairman and CEO should be separate or
combined and, if separate, whether the Chairman should be selected from the
Independent Directors or should be an employee of the Company.
9. Executive Sessions
In accordance with the requirements of NASDAQ, Independent Directors must
meet in regularly convened executive sessions (Independent Director Sessions)
at least twice per year, and perhaps more frequently, in conjunction with regularly
scheduled Board meetings. The Lead Director shall chair each Independent
Director Session.
These executive sessions shall serve as the forum for the annual evaluation of the
performance of the CEO, the annual review of the CEOs plan for management
succession and the annual evaluation of the performance of the Board, each as
discussed below.
10. Access to Senior Management
The Board shall have open access to Company officers and employees and such
open access shall include the authority to hold meeting with any such person
without senior management present.
11. Board Responsibilities
The business and affairs of the Company are managed by or under the direction
of the Board in accordance with Delaware law. The Boards responsibility is to
provide direction and oversight. The Board establishes the strategic direction of
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the Company and oversees theperformance of the Companys business and
management. The management of the Company is responsible for presenting
strategic plans to the Board for review and approval and for implementing the
Companys strategic direction. In performing their duties, the primary
responsibility of the directors is to exercise their business judgment in the bestinterests of the Company.
Certain specific corporate governance functions of the Board are set forth below:
Management Succession. The Board, acting through the Corporate Governance
and Nominating Committee, shall review and concur in a management succession
plan, developed by the CEO, to ensure continuity in senior management. This
plan, on which the CEO shall report at least annually, shall address:
Interim CEO succession in the event of an unexpected occurrence;
CEO succession in the ordinary course of business; and
Succession for the other members of senior management.
The plan shall include an assessment of senior management experience,
performance, skills and planned career paths Evaluating the CEO and Other
Executive Officers. At least annually, the Board shall evaluate the performance of
the CEO. The Compensation Committee shall evaluate, and review with the
Board, the performance of the CEO and other senior executive officers of the
Company in connection with the determination of the annual compensation to be
paid to such officers.
Appointment of Officers: The Board shall appoint the executive officers of the
Company and designate those officers of the Comp any required to file reports
under Section 16 of the Securities Exchange Act of 1934.
Director Compensation: The Compensation Committee shall annually review theform and amounts of director compensation and make recommendations to the
Board with respect thereto. The Board shall set the form and amounts of director
compensation, taking into account the recommendations of the Compensation
Committee. The Board believes that the amount of director compensation should
fairly reflect the contributions of the directors to the performance of the Company.
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Only non-management directors shall receive compensation for services as a
director Public Communications with the Board. The Board shall provide a means
by which persons, including stockholders and employees, may communicate
directly with non-management directors with regard to matters relating to the
Companys corporate governance and performance. The Boards IndependentDirectors shall approve a process to be maintainedby the Companys management
for collecting and distributing communications with the Board. The means of
communications with the Board shall be disclosed in the Companys annual proxy
statement.
12. Expectations for Directors
The Board has developed a number of specific expectations of directors to
promote the discharge by the directors of their responsibilities and to promote the
efficient conduct of the Boards business. It is understood that the non-
management di rectors are not full-time employees of the Company.
Commitment and Attendance: All directors should make every effort to attend
meetings of the Board and the Committees of which they are members and all
annual and special meetings of stockholders. Attendance by telephone or video
conference may be used to facilitate a directors attendance.
Other Directorships and Significant Activities: The Company values the
experience directors bring from other corporate boards on which they serve and
other activities in which they participate, but recognizes that those boards and
activities may also present demands on a directors time and availability and may
present conflicts or legal issues, including independence issues. Directors should
advise the chairperson of the Corporate Governance and Nominating Committee
and the CEO before accepting membership on other corporate boards of directors
or any significant committee assignment on any other board of directors, orestablishing other significant relationships with businesses, institutions,
governmental units or regulatory entities, particularly those that may result in
significant time commitments or a change in the directors relationship to the
Company. Directors should also consult the Companys Related Person
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Transactions Policy and the Companys Code of Business Conduct and Ethics in
this regard.
Speaking on Behalf of the Company: It is important that the Company speak to
employees and outside constituencies with a single voice, and that managementserve as the primary spokesperson. In this light and to prevent any unintentional
and intentional disclosure of material non-public information, the Company has
adopted a Public Disclosure Policy. If a situation does arise in which it seems
necessary for a non-management director to speak on behalf of the Company to
one of these constituencies, the director should consult with the CEO.
Confidentiality: The proceedings and deliberations of the Board and its
committees shall be confidential. Each director shall maintain the confidentiality
of information received in connection with his or her service as a director.
13. Evaluating Board and Committee Performance
The Board, acting through the Corporate Governance and Nominating
Committee, shall conduct an annual self-evaluation. Each Committee shall
conduct an annual self-evaluation as provided for in its respective charter.
14. Orientation and Continuing Education
Management, working with the Corporate Governance and Nominating
Committee, shall provide an orientation process for new directors, including
background material on the Company, meetings with management and visits to
Company facilities, as determined necessary. In addition, management, working
with the Corporate Governance and Nominating Committee, shall develop and
maintain, through third-party service providers otherwise, an ongoing continuingeducation program for incumbent directors that satisfies all applicable
requirements, including NASDAQ rules.
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15. Reliance on Management and Outside Advice
In performing its functions, the Board shall be entitled to rely on the advice,
reports and opinions of management, counsel, accountants, auditors and other
expert advisors. Except as otherwise provided in the charter of a Committee, theBoard shall have the authority to select, retain, terminate and approve the fees and
other retention terms of its outside advisors.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the Code) sets forth standards of
conduct for all representatives of MAKO Surgical Corp., including di rectors,
officers, employees and agents of MAKO Surgical Corp. and its subsidiaries (eacha Company Representative and collectively, the Company Representatives).
Throughout this Code, the terms MAKO, Company, we, our , and us
are used to refer to the enterprise as a whole, to each person within it, and to any
person who represents MAKO Surgical Corp. or any part of the MAKO Surgical
Corp. organization. The Company also expects its independent dealers,
distributors and agents to comply with the policies set forth in this Code. The
Company manager responsible for such relationship should make every effort to
ensure that the terms of the relationship are set out in a written agreement, providea copy of the Code and require compliance with the Code in all dealings on the
Companys behalf. Promoting or engaging in any practice that violates the
principles of this Code may result in termination of the relationship.
This Code covers a wide range of business practices and procedures and serves as
a guide to ethical decision-ma king. MAKO Surgical Corp. is committed to
uncompromising integrity in all that we do and how we relate to each other and to
persons outside of the Company. This Code does not cover every issue that may
arise, but sets out basic policies to guide all Company Representatives in theirbusiness conduct and ethical decision-making. In particular, this Code covers
policies designed to deter wrongdoing and to promote
(1) Honest and ethical conduct,
(2) Avoidance of conflicts of interests,
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(3) Full, fair, accurate, timely, and understandable disclosure,
(4) Compliance with applicable governmental laws, rules and regulations,
(5) Prompt internal reporting of violations of the Code to appropriate persons, and
(6) Accountability for adherence to the Code. All Company Representatives must
conduct themselves in accordance with these policies and seek to avoid even the
appearance of improper behavior. The Companys officers and employees should
also direct themselves to our U.S. Business Conduct Standards policy and other
Company and employee manuals for further guidance and discussion of many of
the topics addressed herein.
If an applicable law has stricter requirements than a policy in this Code, you must
comply with the law. If a local custom or policy conflicts with this Code, youshould comply with the Code to the fullest extent possible and refer any questions
regarding conflicting provisions to your supervisor or the Companys General
Counsel (the Compliance Officer) such as:
Compliance with Laws, Rules and Regulations Honest and Ethical Conduct Conflicts of Interest Insider Trading Corporate Opportunities Competition, Fair Dealing and Customer Relationships Discrimination and Harassment Health and Safety Record-Keeping and Disclosures Confidentiality