Board of Director Guidelines
In performing their Board and Board Committee functions, Gene Signal Directors will:
- Act diligently, openly, honestly and in good faith.
- Provide leadership in advancing the company's mission, aspiration, values and leadership attributes.
- Discharge their duties, as members of the Board and of any Board Committees on which they serve, in accordance with their good faith business judgment and in the best interests of the company and its shareholders.
- Become and remain familiar with Gene Signal's business and the economic and competitive environment in which the company operates and understand Gene Signal's principal business plans, strategies and objectives; operations results and financial condition; and relative marketplace position.
- Commit the time necessary to prepare for, attend (in person or telephonically, as appropriate) and actively participate in regular and special meetings of the Board and of the Board Committees on which they serve.
- Inform the Chairman of the Board and the Chairman of the Board's Governance and Nominating Committee of changes in their employment, other board positions, relationships with other business, charitable, and governmental entities, and other events, circumstances or conditions that may interfere with their ability to perform their Board or Board Committee duties
- Not enter into, without the prior approval of the disinterested members of the Board, any transaction or relationship with Gene Signal in which they will have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.
- Maintain the confidentiality of all material non-public information about Gene Signal, its business and affairs and make no use of it other than for furtherance of Gene Signal's interests.
- Discuss with the Chairman of the Board's Governance and Nominating Committee any questions or issues that may arise concerning compliance with this Code of Conduct.