Juno 2015 Annual Report Download - page 9

Table of Contents
Audit Committee. The Audit Committee consists of five directors, Messrs. Armstrong, Berglass, Denman, Miller, and Phanstiel. Mr. Denman was
appointed to the Audit Committee in June 2015. In connection with his service as Principal Executive Officer, Mr. Phanstiel resigned from the Audit
Committee in November 2015; Mr. Phanstiel was re-appointed to the Audit Committee in February 2016. The Audit Committee oversees our accounting and
financial reporting processes and audits of our consolidated financial statements. The Audit Committee is responsible for the appointment, compensation,
retention, oversight, and termination of our independent registered public accounting firm, including evaluating its independence and reviewing its
performance. In addition, the Audit Committee is responsible for reviewing and discussing the annual audit plan with our independent registered public
accounting firm, reviewing our annual consolidated financial statements, our interim consolidated financial statements, our internal control over financial
reporting, and our accounting practices and policies. Furthermore, the Audit Committee oversees our internal audit function, reviews and approves the annual
internal audit plan, reviews with management our risk assessment and risk management policies and procedures, reviews and approves or disapproves any
proposed transactions required to be disclosed by Item 404 of Regulation S-K, and reviews legal and regulatory matters. The Audit Committee also reviews
the results of the year-end audit with the independent registered public accounting firm and recommends to the Board whether the financial statements
should be included in the Annual Report on Form 10-K. Additionally, it prepares the Audit Committee Report to be included in the annual proxy statement.
The Audit Committee also performs other functions or duties, within the scope of its responsibilities, as deemed appropriate by the Audit Committee or our
Board of Directors. The Audit Committee held five meetings during 2015. The Audit Committee operates under a written charter adopted by our Board of
Directors, which is reviewed annually by the Audit Committee and revised as appropriate. Our Board of Directors has determined that all members of the
Audit Committee are independent directors as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules and also satisfy the additional criteria for
independence for Audit Committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Each of Mr. Armstrong, Mr. Denman, Mr. Miller (the Audit Committee Chairman), and Mr. Phanstiel qualifies as a “financial expert” as that term is defined
under applicable SEC rules. In 2004, the Audit Committee established procedures for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting
or auditing matters. The Audit Committee meets privately with members and representatives of our independent registered public accounting firm, and
members and representatives of our independent registered public accounting firm have unrestricted access and report directly to the Audit Committee.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of four directors,
Messrs. Berglass, Coleman, and Phanstiel and Dr. Scott (the Chair of the Committee), each of whom is an independent director as defined in Rule 5605(a)
(2) of the Nasdaq Marketplace Rules. In connection with his service as Principal Executive Officer, Mr. Phanstiel resigned from the Nominating and
Corporate Governance Committee in November 2015; Mr. Phanstiel was re-appointed to the Nominating and Corporate Governance Committee in
February 2016. The Nominating and Corporate Governance Committee is responsible for assisting with respect to director candidates and nominees,
including by identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board; establishing procedures to be followed by
stockholders in submitting recommendations for director candidates; reviewing backgrounds and qualifications of individuals being considered as director
candidates; recommending to the Board the director nominees; and reviewing the suitability for continued service as a director of each Board member when
his or her term expires and when he or she has a change in status. The Nominating and Corporate Governance Committee is also responsible for assisting the
Board with regard to the composition, structure and procedures of the Board and its Committees, including by reviewing and making recommendations to the
Board regarding the size and structure of the Board; the frequency and nature of Board meetings; any other aspect of the procedures of the Board; the size and
composition of each Committee of the Board; individuals qualified to fill vacancies on the Committees; the functioning of the Committees; Committee
assignments and any policies regarding rotation of Committee memberships and/or chairpersonships; and the establishment of special committees. This
Committee also oversees the evaluation of the Board and its Committees, evaluates and makes recommendations regarding the termination of Board
membership, and assists with the selection of a new Chairman or Chief Executive Officer in the event such selection becomes necessary. In addition, the
Nominating and Corporate Governance Committee is responsible for reviewing periodically and recommending to the Board, the Corporate Governance
Guidelines and the Code of Ethics and any changes thereto, as well as considering and making any other recommendations related to corporate governance
issues. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board of Directors, which is reviewed
annually by the Nominating and Corporate Governance Committee and revised as appropriate. In 2015, the Nominating and Corporate Governance
Committee held 11 meetings.
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