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Board Structure and Committee Composition
The table below identifies Board committee membership as of March 31, 2009.
|
Name of Director |
Audit |
|
Compensation |
|
Nominating and Governance |
|
Non-Employee Directors
|
|
|
|
|
|
|
Paul C. Ahrens |
|
|
X |
|
|
| Dr. Daniel T. Fagan |
|
|
X* |
|
|
|
Howard L. Farkas |
X* |
|
|
|
X |
| Dr. Donald E. Kuhla |
|
|
X |
|
X* |
|
Hans C. Noetzli |
|
|
|
|
X |
|
Charles B. Williams |
X |
|
|
|
|
|
|
|
|
|
|
| Employee Director |
|
|
|
|
|
|
Dr. Gregory R. Hahn |
|
|
|
|
|
X = Committee member
* = Chair
Board Independence
The Board has determined that the current directors or nominees do not have a material relationship with Synthetech, other than Dr. Daniel T. Fagan, Synthetech's Chairman of the Board and former Chief Executive Officer, and Dr. Gregory R. Hahn, Synthetech's current President and Chief Executive Officer. As part of Synthetech's succession plan, on July 1, 2008 Dr. Gregory R. Hahn became Synthetech's Chief Executive Officer and Dr. Fagan retained his position as Chairman of the Board. The Board has determined that each director and nominee, other than Drs. Fagan and Hahn, is independent within the meaning of Synthetech's director independence standards. Although Synthetech is not subject to NASDAQ listing rules, Synthetech's director independence standards currently reflect NASDAQ's director independence standards, as currently in effect. The Board has also determined that none of the members of any of Synthetech's standing committees has a material relationship with Synthetech (either directly, through a family member or as a partner, executive officer or controlling shareholder of any organization that receives from or makes payments to Synthetech) and that each such committee member, other than Dr. Fagan, who serves on the Compensation Committee, is "independent" within the meaning of Synthetech's director independence standards.
Audit Committee Independence
Synthetech has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Although Synthetech is not subject to NASDAQ listing rules, the Board has determined that each member of the Audit Committee meets the heightened audit committee requirements of NASDAQ listing rule 5605(c)(2) and Securities Exchange Act Rule 10A‑3(b)(1) and is financially literate as required by NASDAQ listing rule 5605(c)(2)(A)(iv).
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