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SEC Filings

DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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Management’s Role in Establishing Our Executive Compensation

 

Our Chief Executive Officer plays an important role in assisting our Compensation Committee in establishing the compensation for our executive officers. Key aspects of this role include:

 

suggesting to the Compensation Committee business performance targets and objectives;

    

evaluating employee performance; and

  

recommending salary and bonus levels and long-term incentive compensation.

 

During this process, the Compensation Committee may ask our Chief Executive Officer, Chairman of the Board and other executive officers to provide guidance to the Compensation Committee regarding background information for our strategic objectives, an evaluation of the performance of our executive officers, and compensation recommendations as to the executive officers. Members of the Compensation Committee met informally with our Chief Executive Officer and Chairman of the Board throughout the year to discuss compensation matters and compensation policies in order to obtain insight regarding the day-to-day performance of each of our executive officers.

 

Board and Committee Meetings

 

During the Company’s fiscal year ended June 30, 2017, the Board held eleven meetings and acted by unanimous written consent six times. Each director attended at least 75% of the Board’s meetings and the meetings of the Board committees on which he or she served.

 

At most scheduled meetings of the Board, the independent members of the Board met separately in executive session without management being present. A lead independent director elected by the independent directors is responsible for chairing such executive sessions. Currently, the lead independent director is Alan G. Levin.

 

During the Company’s fiscal year ended June 30, 2017, the Compensation Committee met nine times, the Audit & Risk Committee met five times and the Nominating and Governance Committee met five times.

 

Director Attendance at Annual Meetings

 

Our directors are encouraged, but not required, to attend the annual meeting of shareholders. All of our directors, with the exception of Mr. Kavuru, who was not appointed to the Board until February 2017, attended the 2016 annual meeting of shareholders.

 

Communications by our Shareholders to the Board

 

The Board recommends that shareholders direct to the Company’s secretary any communications intended for the Board. Shareholders can send communications by e-mail to srogers@aceto.com, by facsimile to (516) 627-6093, or by mail to Steven Rogers, Senior Vice President, Chief Legal Officer and Secretary, Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050.

 

This centralized process will assist the Board in reviewing and responding to shareholder communications in an appropriate manner. If a shareholder wishes to direct any communication to a specific board member, the name of that board member should be noted in the communication. The Board has instructed the Secretary to forward shareholder correspondence only to the intended recipients, but the Board has also instructed the Secretary to review all shareholder correspondence and, in his discretion, not forward any items that he deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board's consideration. Any such items may be forwarded elsewhere in the Company for review and possible response. The Company has adopted a Non-Retaliation Policy, or a whistleblower policy, which establishes procedures for submitting these types of concerns, either personally or anonymously through a toll free telephone “hotline” operated by an independent party. A copy of our Non-Retaliation Policy is available on our website at www.aceto.com.

 

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