JSA

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Corporate Governance is relevant to all parties in the business world, and is an important consideration for boards of directors — whether in multinational corporations, mid size establishments, or family firms. The main challenge some businesses face is understanding, managing and communicating the corporate governance policies and guidelines to all stakeholders.

Our Corporate Governance Guidelines have been adopted by the Board of Directors of JSA International LLC, (“JSA” or the “Company”), in order to provide guidance to the Board and the Company on governance issues. The Board will review these Guidelines from time to time, with input from the Governance Committee, in an effort to improve, revise or implement the governance procedures for the Company. The Board will have the flexibility to form a new committee, disband a current committee or establish ad hoc committees to address particular issues or circumstances, as the need may arise. Two third of the Corporate Governance Committee are comprised of independent directors. The Corporate Governance Committee is responsible for recommending for Board consideration candidates for election to the Board. In evaluating the qualifications of any candidate for director, the committee considers, among other factors, the candidate's depth of business experience, intelligence, quality of judgment, integrity, familiarity with the legal, regulatory, and business consulting industry, ability to assist in recruiting outside experts and employee consultants, understanding of financial matters, reputation, level of educational attainment, degree of independence from management, contribution to the diversity of our board, and willingness and ability to serve. The committee also considers the degree to which the candidate's skills, experience, and background complement or duplicate those of our existing directors. Among the qualities or skills that the committee believes to be necessary for one or more members of our board to possess are familiarity with the segments of the consulting industry in which we compete. In general, Company management speaks for the Company. Individual directors may, from time to time, but only at the request of management, meet or otherwise communicate with various constituencies that are involved with JSA. Each of the Company’s directors is required to comply with the Company’s Code of Business Conduct and Ethics.