GNC 2008 Annual Report Download - page 128

Table of Contents
Code of Ethics
The Company has adopted a Code of Ethics applicable to the Company's directors, executive officers, including Chief Executive Officer, and
senior financial officers. In addition, the Company has adopted a Code of Ethical Business Conduct for all employees.
Board Composition
As of February 15, 2008, our board of directors was composed of ten directors. Each director serves for annual terms and until his or her
successor is elected and qualified. Pursuant to a stockholders agreement, as amended and restated on February 12, 2008, two of our Parent's
principal stockholders each have the right to designate four members of our Parent's board of directors (or, at the sole option of each, five
members of the board of directors, one of which shall be independent) for so long as they or their respective affiliates each own at least 10% of
the outstanding common stock of our Parent. The stockholders agreement also provides for election of our Parent's then-current chief executive
officer to our Parent's board of directors. Our Parent's board of directors intends for our board of directors and the board of directors of GNC
Corporation to have the same composition. Effective February 12, 2008, our Parent's board of directors approved an amendment to our
Parent's by-laws that expanded the maximum size of its board of directors from nine to eleven members, the exact number of which will be set
from time to time by our Parent's board of directors.
Board Committees
The board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of
directors historically had an audit committee and a compensation committee, which had the same members as the audit committee and
compensation committee of our direct and ultimate parent companies. In connection with the Merger, our board of directors formed and
appointed members to the audit committee and the compensation committee.
Audit Committee
The audit committee selects on behalf of our board of directors, an independent public accounting firm to be engaged to audit our financial
statements, discusses with the independent auditors their independence, approves the compensation of the independent public accounting
firm, reviews and discusses the audited financial statements with the independent auditors and management and will recommend to our board
of directors whether the audited financials should be included in our Annual Reports on Form 10-K to be filed with the SEC. The audit
committee also oversees the Company's internal audit function. The audit committee members are Jeffrey Schwartz and Joseph Prosperi. The
audit committee is currently evaluating the appointment of a financial expert within the rules and regulations of the SEC.
Compensation Committee
The compensation committee reviews and either approves, on behalf of our board of directors, or recommends to the board of directors for
approval the annual salaries and other compensation of our executive officers and individual stock and stock option grants. The compensation
committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the
administration of our compensation plans. The compensation committee members are Norman Axelrod, Lee Sienna, David Kaplan and Michele
Buchignani.
Compensation Committee Interlocks and Insider Participation
In the year ended December 31, 2007, none of our executive officers served as a director or member of the compensation committee of
another entity whose executive officers served on our board of directors or compensation committee.
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