Board Committees

Verso’s board of directors has the following standing committees that exercise the power and authority of the board of directors in overseeing the management of specific aspects of our business and affairs:  Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Each committee operates under a charter that has been adopted by the board of directors.


AUDIT COMMITTEE

The purposes of the Committee are to assist the Board in fulfilling its responsibilities regarding:

  • the integrity of the Company’s financial statements and other financial information provided to the Company’s stockholders and other relevant parties.
  • the Company’s system of internal control.
  • the performance of the Company’s internal accounting and financial controls and the function of the internal audit department.
  • the independent accountants’ qualifications, independence and performance.
  • the Company’s process for monitoring compliance with applicable legal and regulatory requirements, including accounting, financial reporting and public disclosure requirements.


CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The purposes of the Committee are to assist the Board in fulfilling its responsibilities regarding:

  • the identification of qualified candidates to become directors of the Company, consistent with criteria approved by the Board.
  • the selection of nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected.
  • the selection of candidates to fill vacancies and newly created directorships on the Board.
  • the identification of best practices and recommendation of corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance.
  • the development and recommendation to the Board of guidelines setting forth corporate governance principles applicable to the Company (the “Corporate Governance Guidelines”).
  • oversight of the evaluation of the Board and management.


COMPENSATION COMMITTEE

The purposes of the Committee are to assist the Board in fulfilling its responsibilities regarding:

  • the review and approval of the Company’s compensation philosophy and objectives for its executive officers.
  • the review and approval of the performance goals and objectives relevant to the compensation of the Company’s executive officers.
  • the review and approval of the compensation of the Company’s executive officers.
  • acting as administrator as may be required by the Company’s incentive compensation and equity-related plans in which its executive officers may be participants.