Five Star Quality Care has long considered proper corporate governance to be important. Since we became a public company in 2002, a majority of our Board of Directors has been independent, and all of our Board’s Committees, including our Audit Committee, have been comprised solely of independent directors.
We have a five member Board of Directors, of which three are independent directors. The Board operates with three separate Committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board has also adopted Governance Guidelines and Committee Charters for each of its Committees.
The Board’s Audit Committee currently has a qualified Audit Committee "financial expert" as defined by Security & Exchange Commission rules. We also have a Director of Internal Audit who reports directly to the Board’s Audit Committee.
Five Star has a Code of Business Conduct and Ethics for the company’s directors, officers and personnel. We also have a Governance and Compliance Online Reporting Form that allows users to report matters directly to Senior Management, the Corporate Compliance Officer, the Board of Directors or the Audit Committee.