Juno 2015 Annual Report Download - page 12

Download and view the complete annual report

Please find page 12 of the 2015 Juno annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 54

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54

Table of Contents
In November 2013, following the termination of the employment of Mr. Goldston in connection with the consummation of the FTD spin-off
transaction, the Board appointed a new President and Chief Executive Officer, Francis Lobo, as a director and appointed Howard Phanstiel as the new
independent Chairman of the Board. Mr. Lobo resigned in November 2015 and the Board appointed Mr. Goldstein as the Company’s Interim Chief
Executive Officer in January 2016. Mr. Phanstiel continues to serve as the Chairman of the Board. The Board believes that this structure is in the best interest
of the Company at this time. Nevertheless, the Board believes that “one-size” does not fit all, and the decision of whether to combine or separate the positions
of Chairman and Chief Executive Officer will vary from company to company and depend upon a company’s particular circumstances at a given point in
time. Accordingly, the Board will continue to consider, from time to time, whether the Chairman and Chief Executive Officer positions should be combined
or separated based on what the Board believes is best for the Company and its stockholders.
The Board of Directors is primarily responsible for assessing risks associated with the Company’s business. However, the Board delegates certain of
such responsibilities to other groups. The Audit Committee is responsible for reviewing with management the Company’s policies and procedures with
respect to risk assessment and risk management, including reviewing certain risks associated with our financial and accounting systems, accounting policies,
investment strategies, regulatory compliance, insurance programs, and other matters. Under the direction of the Audit Committee, the Company’s internal
audit department assists the Company in the evaluation and improvement of the effectiveness of risk management. In addition, under the direction of the
Board and certain of its committees, our legal department assists in the oversight of corporate compliance activities. As discussed under “Risk Assessment of
Compensation Programs” section, which appears elsewhere in this Form 10-K/A, the Compensation Committee also reviews certain risks associated with our
overall compensation program for employees to help ensure that the program does not encourage employees to take excessive risks. On a regular basis and
from time to time as necessary or appropriate, updates are provided by these groups to the Board of Directors regarding their risk assessment and risk
management activities and other risk-related matters.
11