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CORPORATE GOVERNANCE
Code of Ethics
Company Reputation
The Company's reputation depends on the conduct of its employees. Every officer, employee and agent who is associated with the Company must play a part in maintaining a corporate reputation for the highest ethical standards.
Relationships with Customers, Colleagues and Others
The Company insists that its employees act at all times with the highest degree of integrity. The Company
insists that you treat all individuals with whom you come in contact – whether customers, colleagues, vendors, competitors or otherwise - in a fair, honest and respectful manner. With respect to other Company employees, please remember that the Company is committed to the maximum utilization of its employees' abilities and to the principles of equal employment opportunity.
Company Property & Confidential Information
Company property, which includes confidential information about the Company’s business, finances, customers or plans, is to be used solely for the benefit of the Company and its clients, respectively. You should not use Company property for personal benefit, nor should you take Company property with you when you cease working for the Company.
Conflicts of Interest
The Company expects employees to perform their duties using their best impartial judgment in all matters affecting the Company. To maintain independence of judgment and action, employees should try to avoid conflict of interest or an appearance of conflict that might arise because of economic or personal self-interest. If a conflict of interest exists or arises, the conflicted employee must promptly notify his supervisor and disclose all details of the conflict so that the Company can take steps to ensure that all actions taken are in the best interests of the Company. If the supervisor is also conflicted, the employee may report the conflict or potential conflict by other means, as outlined below under Reporting Violations.
Legal and Regulatory Obligations
Adherence to legal and regulatory matters must govern the business decisions and actions of every Company employee. You should make every effort to ensure that you and the Company are in compliance with both the letter and the spirit of all applicable governmental laws, rules and regulations. If you fail to comply with any applicable laws, rules or regulations, you will be subject to disciplinary measures, up to and including immediate discharge from the Company. Any legal, regulatory or governmental inquiry or action should be directed to, and handled by the General Counsel or, if none is available, the Chief Financial Officer.
Accurate Public Reports
Among the Company’s legal and regulatory obligations is the obligation under federal and state securities laws to make full, fair, accurate, timely and understandable disclosures in the Company’s filings with the U.S. Securities and Exchange Commission, the U.S. Federal Communications Commission and other similar bodies. Please exercise the highest standard of care in preparing such reports in accordance with the preceding statement and the following guidelines:
All Company accounting records must be in accordance with the laws of each applicable jurisdiction and applicable generally accepted accounting principles and must fully and accurately reflect the transactions, occurrences to which they relate and the assets and liabilities of the Company.
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No information should be concealed from the independent auditors.
Policy Statement
The rules in the ATN Policy Statement, set forth below, must be followed at all times:
- No funds or assets of the Company shall be used for any purpose which would be in violation of any applicable law or regulation.
- No contributions shall be made by or on behalf of the Company to any political candidate, party, or campaign either within or without the United States without the approval of the Board of Directors.
- No fund or asset of the Company shall be established or maintained that is not reflected on the books and records of the Company.
- No false, artificial, or misleading entries in the books and records of the Company shall be made.
- No transaction shall be effected and no payment shall be made by or on behalf of the Company with the intention or understanding that the transaction or payment is other than as described in the documentation evidencing the transaction or supporting the payment.
- In any dealings with a supplier, customer, government official, or other person or entity, no officer or employee of the Company shall request, accept, or offer to give any significant thing of value, the purpose or result of which could be to influence the bona fide business relationships between the Company and such persons or entities.
- This Policy Statement is applicable to Atlantic Tele-Network, Inc. and all its domestic and foreign subsidiaries.
Reporting Violations
Officers and employees of the Company shall be responsible for the enforcement of the policies set forth in this Code of Ethics and the foregoing Policy Statement. Any officer or employee of the Company having any information or knowledge regarding any transaction or activity prohibited by the Policy Statement shall promptly report the same to the Chief Financial or Accounting Officer or the General Counsel, who shall forthwith bring such information or knowledge to the attention of the Chairman of the Audit Committee of the Board of Directors of the Company. Please see the Company’s Whistleblower Policy for confidential complaint procedures, if there is a concern about bringing such information to the attention of any of the foregoing officers of the Company. Officers and appropriate employees of the Company will be required on an annual basis to certify their compliance with the Policy Statement.
Employee Acceptance
I have reviewed and understand the Atlantic Tele-Network, Inc. Ethics Policy and accept such policy in its entirety.
________________________________ ___________________
Employee Name Date
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Audit Committee Charter
ATLANTIC TELE-NETWORK, INC.
AUDIT COMMITTEE CHARTER
(as amended on February 13, 2007)
Policy
The Board of Directors (the “Board”) of Atlantic Tele-Network, Inc. (the “Company”) has established an Audit Committee (the “Committee”) with the authority, general responsibilities and specific duties described below.
Membership
The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company A Committee member may not, other than in his or her capacity as a member of the Committee, the Board or any other Board committee, accept any consulting, advisory or other compensatory fee from the Company or be an affiliated person of the Company or any of the Company. As determined by the Board, members of the Committee shall be financially literate at the time of appointment. At least one Committee member shall be an “audit committee financial expert” as defined in the rules promulgated by the Securities and Exchange Commission. The Board shall appoint the members of the Committee, including its Chair.
Purpose and Responsibilities
The Committee’s responsibility is to assist the Board in fulfilling its fiduciary responsibilities to the stockholders as to the accounting policies, internal controls, financial reporting practices and business conduct of the Company. The Committee is vested with all responsibilities and authority required by Rule 10A-3 under the Securities Exchange Act of 1934. The Committee is authorized to engage at the Company’s expense independent counsel and other advisors having special competence as necessary to assist the Committee in fulfilling its responsibility. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, which is the responsibility of the Company’s management and/or the Company’s independent accountant. The Company’s independent accountant is ultimately accountable to the Committee.
Attendance
The Committee shall meet on at least a quarterly basis, or more frequently as circumstances require. All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.
Minutes of Meetings
Minutes of each meeting shall be prepared and sent to Committee members and members of the Board who are not Committee members.
Specific Duties
The Committee shall have the following duties:
- Review as appropriate with the Company’s management and independent accountant the Company’s policies and procedures to reasonably assess the adequacy of internal controls, the adequacy of the Company’s accounting policies, systems and procedures, and the adequacy of the Company’s financial reporting.
- Establish, and review at least annually, procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
- Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- Review and evaluate the effectiveness of the Company’s risk assessment and risk management policies and processes.-. Review with the Company’s management and independent accountant - the adequacy of the Company’s internal controls, including significant audit findings and recommendations and the adequacy of disclosures about changes in internal controls.
- Consider the scope of the internal audit and the role of internal auditors.
- With respect to the Company’s independent accountant:
- Have ultimate authority and direct responsibility for the appointment, compensation, retention and oversight of the independent accountant - who is responsible for preparing or issuing an audit report or related work;
- Evaluate the independent accountant’s performance and terminate the services of the independent accountant as necessary;
- Determine the independence of the independent accountant by obtaining a formal written statement delineating all relationships between the independent accountant and the Company
- Be responsible for actively engaging in a dialogue with the independent accountant with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent accountant;
- Take appropriate action in response to the auditor’s statement to ensure the independence of the independent accountant;
- Review, prior to the annual audit, the scope and general extent of the independent accountant’s audit examinations;
- Discuss with the independent accountant the quality of the Company’s financial accounting personnel, and any relevant recommendations that the independent accountant may have;
- Preapprove all audit and non-audit services provided to the Company by the independent accountant; provided that:
- to the extent permitted under the Securities Exchange Act, the Committee need not preapprove de minimus services if such services are approved by the Committee or a designated Committee member as provided for below prior to completion of the audit;
- any non-audit services approved by the Committee shall be disclosed to investors in the Company’s periodic reports filed with the Securities and Exchange Commission;
- the Committee may delegate to one or more designated Committee members the authority to grant approvals required hereunder;
- the decisions of any Committee member so designated and authorized must be presented to the Committee at its next scheduled meeting; and
- the independent accountant shall not be authorized to perform any prohibited non-audit services.
- Review with the independent accountant:
- All alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Company’s management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountant;
- All critical accounting policies and practices to be used; and
- Other material written communications between the independent accountant and the Company’s management, such as any management letter or schedule of unadjusted differences.
- Instruct the independent accountant to communicate and report directly to the Audit Committee.
- Review and discuss with the Company’s management and the independent accountant, prior to filing or issuance thereof, the Company’s financial statements and information, including the audited financial statements filed with the Company’s Annual Reports on Form 10-K, the interim financial information filed with the Company’s Quarterly Reports on Form 10-Q and any earnings press releases.
- Review and discuss with the Company’s independent accountant the matters required to be discussed by Statement on Auditing Standards Nos. 61 and 114, as may be modified or supplemented.
- Review and discuss, and if appropriate, recommend to the Board that the audited financial statements be included in the Company’s Annual Reports on Form 10-K.
- Review at least annually the Company’s Code of Ethics and make recommendations as the Committee may deem appropriate.
- Receive and review at least annually reports from the Company ’s management and internal legal counsel relating to legal and regulatory matters that may have a material impact on the Company’s financial statements.
- Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.
- Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statements.
- Perform such other functions as may be required by law, the Company’s Certificate of Incorporation or By-Laws or as may be assigned to the Committee, with its concurrence, by the Board.
- Periodically meet separately with each of Company management and independent accountant to discuss any matters that should be discussed privately with the Committee.
- Meet privately with the independent accountant on at least a quarterly basis.
- Review and approve related party transactions entered into by the Company in accordance with the requirements of the Nasdaq Stock Market, Inc. and the Securities and Exchange Commission.
General
The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.
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Compensation Committe Charter
ATLANTIC TELE-NETWORK, INC.
COMPENSATION COMMITTEE CHARTER
(as amended on December 14, 2007 )
Policy
The Board of Directors (the “Board”) of Atlantic Tele-Network, Inc. (the “Company”) has established a Compensation Committee (the “Committee”) with the authority,general responsibilities and specific duties described below.
Membership
The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company and its management. In addition, each Committee member shall be (1) a “non-employee director” as defined for purposes of Rule 16b-3 under the Securities Exchange Act and (2) an “outside director” as defined in regulations under Section 162(m) of the Internal Revenue Code.
The Committee shall have the authority to form and delegate its responsibilities to subcommittees as the Committee sees fit and to hire such outside advisors as it sees fit. Removal of Committee members shall be at the discretion of the Board. The Board shall appoint the members of the Committee, including its Chair.
Purpose and Responsibilities
The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors. In discharging these responsibilities, the Committee shall:
- CEO Compensation. Review and determine the annual and long-term performance goals and objectives for the Chief Executive Officer (the “CEO”); Evaluate the CEO in light of the applicable performance goals and objectives and determine the salary and other compensation of the CEO; Review and determine, if appropriate, with respect to the CEO, any proposed employment agreement, severance arrangement or change-in-control agreement or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan;
- Other Executive Compensation. Consult with the Chief Executive Officer and recommend to the Board the annual and long-term performance goals and objectives for the other executive officers of the Company; Evaluate the Company’s other executive officers in light of the applicable performance goals and objectives and recommend to the Board the salaries and other compensation of such officers; Review and, if appropriate, recommend to the Board, with respect to other executive officers, any proposed employment agreements, severance arrangements or change-in-control agreements or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan;
- Director Compensation. Review and, if appropriate, make recommendations to the Board with respect to director compensation. In considering director compensation, the Committee may take into consideration the relative responsibilities of directors in serving on the Board and its various committees, provided that, directors who are Company employees shall not be compensated for their services as directors;
- Periodically review the Company’s 1998 Stock Option Plan, Director’s Remuneration Plan and 2005 Restricted Stock and Incentive Plan and other equity compensation plans;
- Periodically examine the Company’s compensation policies, structure and philosophy to determine whether the Company is rewarding its directors, executive officers and other personnel in a manner consistent with sound industry practices and make recommendations to the Company’s management and the Board;
- Periodically review and recommend appropriate incentive and compensation plans for consideration and approval by the Board;
- Periodically review with the Company’s management, and make recommendations to the Board regarding, the establishment, termination, or amendment of the employee benefit plans of the Company and affiliated companies, including pension plans, severance plans and any other similar plans thatthe Committee deems desirable to establish from time to time;
- Provide an annual report on executive compensation for the Company’s annual proxy statement filed with the Securities and Exchange Commission, in accordance with applicable rules and regulations;
- Review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement;
- Report its actions and any recommendations to the Board after each Committee meeting;
- Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
- Review such other matters within the scope of its responsibilities as the Committee or the Board shall determine from time to time, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.
Attendance
All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.
Minutes of Meetings
Minutes of each meeting shall be prepared and sent to Committee members and to members of the Board who are not Committee members.
General
The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.
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