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GTI Structure
These Corporate Governance guidelines have been adopted by the Board of Directors (the “Board”) of Giving Tree International (“GTI”). The guidelines, in conjunction with the Certificate of Incorporation, Bylaws and Board Committee charters, form the framework for the governance of GTI.
I. Board of Directors
The Board of Directors oversees and provides policy guidance on the business and affairs of GTI. It monitors overall corporate performance, the integrity of GTI's controls and the effectiveness of its legal compliance programs. The Board selects the Chairman of the Board (the "Chairman"), elects officers, designates which officers are executive officers and oversees management. The Board also oversees GTI's strategic and business planning process. Directors are expected to attend Board and applicable committee meetings and to review meeting materials.
II. Key Officers
The Key Officers are chosen by the Board of Directors to perform the day-to-day operation of GTI. The officers and employees of GTI are expected to display the highest standard of ethics, consistent with GTI's values and standards. The officers of GTI will develop and implement business strategy and plans. The Key Officers are encouraged to talk directly to any member of the board regarding any questions or concerns the officers may have. The Key Officers are encouraged to attend Board meetings when practical.
III. Local Company Officers
The Local Company Officers are chosen by the Board of Directors to perform the day-to-day operation of the local company. The Local Company Officers are accountable to GTI financially and operationally. They will manage all matters related to sales and marketing, building client relationships, and servicing clients in the local market. Factors to be considered in assessing Local Company Officer performance include strategic vision and leadership, external representation of the company, management of client relationships, local company financial and operational performance, employee morale and motivation, and effective working relationship with the Board.
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