The Board of Directors consists of a majority of independent directors, as independence is determined in accordance with Rule 5605(a)(2) of the NASDAQ Listing Rules. The Board of Directors has determined that the following incumbent directors are independent under this standard:
Dr. Roy A. Herberger, Jr.
Manuel F. (“Manny”) Rivelo
The independent directors met six times during fiscal year 2013. The Lead Independent Director coordinates the activities of the other independent directors. The specific responsibilities of the Lead Independent Director are set forth in the Lead Independent Director charter, available on our website at http://www.apollo.edu/investor-relations/governance.
The Board of Directors has five principal committees, with the following members, as of December 13, 2013:
an Audit Committee composed of Robert S. Murley (Chair), Matthew Carter, Jr., Richard H. Dozer, Allen R. Weiss and Manuel F. Rivelo;
a Compensation Committee composed of Dr. Roy A. Herberger, Jr. (Chair), Dr. Ann Kirschner and Manuel F. Rivelo;
a Nominating and Governance Committee composed of Dr. Roy A. Herberger, Jr. (Chair), Dr. Ann Kirschner and Robert S. Murley;
a Special Litigation Committee composed of Robert S. Murley (Chair), Manuel F. Rivelo, and an additional member who is not an employee or director of the Company; and
a Finance Committee composed of Robert S. Murley (Chair), Matthew Carter, Jr., Richard H. Dozer, and Allen R. Weiss.
K. Sue Redman served as chair of the Audit Committee and as a member of the Finance Committee during fiscal year 2013 until January 8, 2013, when her term expired at the 2013 Annual Meeting of holders of our Class B Common Stock. Margaret Spellings served as a member of the Compensation Committee during fiscal year 2013 until she resigned effective August 31, 2013. George A. Zimmer served as a member of the Nominating and Governance Committee during fiscal year 2013 until he resigned effective March 21, 2013.
Each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee meets regularly. The Special Litigation Committee and Finance Committee meet on an ad hoc basis. The Audit, Compensation, Nominating and Governance and Finance Committees and Lead Independent Director each have a written charter approved by the Board of Directors, all of which are available on our website at http://www.apollo.edu/investor-relations/governance.
At each regularly scheduled Board of Directors meeting, a member of each Committee reports the matters addressed by the Committee. The Board of Directors and each Committee, as applicable, regularly reviews the Committee charters. The charters provide that each member must be independent as such term is defined by the NASDAQ Listing Rules.
The Company has a standing Audit Committee which complies with the standards of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for reviewing the Company’s quarterly and annual financial statements and related press releases and filings with the SEC and discussing such items with management and the Company’s independent registered public accounting firm prior to issuance and filing with the SEC. The Committee reviews and discusses with management and the independent registered public accounting firm the adequacy of the Company’s internal controls and procedures. The Committee has sole authority to appoint, determine funding for and oversee the work of the Company’s independent registered public accounting firm. The Committee also reviews on an ongoing basis and at least annually all reportable transactions with the Company in which directors, executive officers and their immediate family members have an interest. See “Certain Relationships and Transactions with Related Persons”, below. The Audit Committee held eight meetings during fiscal year 2013. The Board of Directors has determined that Richard H. Dozer, Robert S. Murley and Allen R. Weiss are “audit committee financial experts” as defined in Item 407(d) of Regulation S-K. Each of the members of this committee is an “independent director” and satisfies the standards for a member of an audit committee in accordance with the NASDAQ Listing Rules. The Audit Committee charter is available on the Company’s website at http://www.apollo.edu/investor-relations/governance.