|
|
Corporate Governance
Navtech, Inc. Board of Directors
David Strucke has served as our President, Chief Executive Officer, Secretary and a director since November 2001. Mr. Strucke also
served as our Chief Financial Officer from January 2000 to November 2003. Mr. Strucke served as Vice President, Finance & Accounting of
Navtech-Canada from October 1999 to January 2000 and as its Director of Finance and Accounting and a Business Analyst from January 1999 to
October 1999. Prior to joining us, Mr. Strucke served as a Financial Analyst focusing on mergers and acquisitions and performed financial
and accounting consulting work from 1996 to 1998. Mr. Strucke obtained a Masters of Business Administration from Wilfrid Laurier University
a graduate of the University of Waterloo with a Bachelor’s degree in Science in Engineering. Mr. Strucke has lectured on Introductory Finance
for the undergraduate business program at Wilfrid Laurier University.
Profile TBA...
Francoise Macq is the CEO of Externalis SA (“Externalis”), a privately-owned holding company based in Brussels, Belgium. Prior to
joining Externalis, Mrs. Macq spent nine years as an Investment Manager for Société Régionale d’Investissement de Bruxelles. Mrs. Macq
began her career in the Corporate Finance Department of Morgan Stanley in London and subsequently worked as a Research Analyst specializing
in oil companies in the Equity Research Department. Mrs. Macq graduated as a lawyer from Université Catholique de Louvain. Mrs. Macq has served
as one of our directors since June 2006.
Andrew M. Snyder is the President of Cambridge Information Group (“Cambridge”), a privately-owned group of information services,
publishing, and education companies. Mr. Snyder has been with Cambridge since 2003, and is also Chairman of Cambridge’s subsidiaries,
ProQuest-CSA and RR Bowker. Prior to joining Cambridge, Mr. Snyder spent seven years at the Goldman Sachs Group, most recently as Vice
President in the Principal Investment Area. He also spent one year as the Assistant to the Chairman. Mr. Snyder graduated from the Wharton
School at the University of Pennsylvania, and earned a J.D. from Georgetown University Law Center. He is a member of the Bar of the State
of New York and on the Board of Association of American Publishers. Mr. Snyder has served as one of our directors since November 2005.
Profile TBA...
Each Director will hold office until the next Annual Meeting of Stockholders or until his successor is elected
and qualified. Each Executive Officer will hold office until the next regular meeting of the Board of Directors
following the next Annual Meeting of Stockholders or until his successor is elected or appointed and
qualified.
The Audit Committee of the Board of Directors assists the Board in fulfilling its responsibilities for oversight of the quality and
integrity of our accounting, auditing, internal control and financial reporting practices. It may also have such other duties as may from
time to time be assigned to it by the Board. The members of the Audit Committee currently are Messrs. Jakobowski, Beynon and Hunt, with
Mr. Jakobowski serving as Chairman. Mr. Jakobowski is not an “independent director” based on the definition of independence in Rule
4200(a)(15) of the listing standards of the National Association of Securities Dealers. Messrs. Beynon and Hunt are “independent”
directors based on the definition of independence in Rule 4200(a)(15) of the listing standards of the National Association of Securities
Dealers and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. Our Board of Directors has determined that Mr. Jakobowski is an
“audit committee financial expert,” as that term is defined in Item 401(e)(2) of Regulation S-B. The Board of Directors has adopted a
written charter for the Audit Committee, which is available on this website.
The Corporate Governance and Nominating Committee of the Board of Directors assists the Board in fulfilling its responsibilities by
developing and reviewing the corporate governance policies, practices, and processes, makes recommendations to the Board on qualifications
and selection criteria for Board members and makes recommendations to the Board on nominees to be elected at the Annual Meeting of
Shareholders. The members of the Corporate Governance and Nominating Committee currently are Messrs. Snyder and Beynon, with Mr. Snyder
serving as Chairman. Mr. Snyder is not an “independent director” based on the definition of independence in Rule 4200(a)(15) of the
listing standards of the National Association of Securities Dealers. Mr. Beynon is an “independent” director based on the definition of
independence in Rule 4200(a)(15) of the listing standards of the National Association of Securities Dealers. The Board of Directors has
adopted a written charter for the Corporate Governance and Nominating Committee, which is available on this website. The Corporate
Governance and Nominating Committee will consider qualified director candidates recommended by shareholders if such recommendations for
director are submitted in writing to our Secretary at c/o Navtech Systems Support Inc., Suite 200, 295 Hagey Blvd., Waterloo, Ontario,
Canada N2L 6R5. At this time, no additional specific procedures to propose a candidate for consideration by the Corporate Governance and
Nominating Committee, nor any minimum criteria for consideration of a proposed candidate for nomination to the Board, have been adopted.
The Human Resources and Compensation Committee of the Board of Directors assists the Board in fulfilling its responsibilities by
reviewing compensation and human resources issues in support of the achievement of our business strategy and making recommendations where
appropriate. The members of the Human Resources and Compensation Committee currently are Messrs. Hunt, Beynon and Snyder, with Mr. Hunt
serving as Chairman. Mr. Snyder is not an “independent director” based on the definition of independence in Rule 4200(a)(15) of the
listing standards of the National Association of Securities Dealers. Messrs. Hunt and Beynon are “independent” directors based on the
definition of independence in Rule 4200(a)(15) of the listing standards of the National Association of Securities Dealers. The Board of
Directors has adopted a written charter for the Human Resources and Compensation Committee, which is available on this website.
Advisors
Corporate Counsel
Certilman Balin Adler & Hyman
East Merrick, New York
Auditing Firm
Deloitte & Touche
Kitchener, Ontario
|
