Intralinks Information Security and Governance

Corporate Governance

Highlights

The Board of Directors of Intralinks Holdings, Inc. (the "Company") sets high standards for the Company's employees, officers, contractors, consultants and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the policies, procedures and standards set forth in the Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, the charters for the various Board committees and various other policies, procedures and standards. Copies of many of these documents are available on the Company’s website . These policies, procedures and standards are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Director Independence

Our Board of Directors has determined that all members of the Board, except Mr. Hovsepian, are independent, as determined in accordance with the rules of the New York Stock Exchange and the Securities and Exchange Commission. Under the Company’s Corporate Governance Guidelines, if the Chairman of the Board is not an independent director, the Board of Directors is required to appoint an independent director as the Lead Independent Director to preside at all executive sessions of the independent Directors and at all meetings at which the Chairman is not present. Peter Gyenes currently serves as the Lead Independent Director.

Staggered Board

The Board of Directors is divided into three staggered classes of directors of the same or nearly the same number and each director is assigned to one of the three classes. At each annual meeting of the stockholders, a class of directors will be elected for a three year term to succeed the directors of the same class whose terms are then expiring.

  • Our Class I directors are Thomas Hale, Harsha Ramalingam and J. Chris Scalet;
  • Our Class II directors are Habib Kairouz, Robert C. McBride and Patrick J. Wack, Jr.; and
  • Our Class III directors are Brian J. Conway, Ronald W. Hovsepian and Peter Gyenes

Committees of Our Board of Directors

The Board of Directors has established the following standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these standing committees operates pursuant to a charter adopted by the Board, copies of which are available on the Company’s website. The composition and functioning of all of our committees comply with all applicable rules and regulations of the Sarbanes-Oxley Act of 2002, the New York Stock Exchange and the Securities and Exchange Commission.

Audit Committee. Messrs. Gyenes, Hale, McBride, Ramalingam and Scalet currently serve on the audit committee, which is chaired by Mr. McBride. The Board of Directors has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined in the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. The Board has designated Mr. McBride as an “audit committee financial expert,” as defined under the applicable rules of the Securities and Exchange Commission. Among other things, the audit committee is tasked with oversight responsibility related to the integrity of the Company’s financial statements and internal controls over financial reporting, compliance with legal and regulatory requirements, the Company’s independent auditor and internal audit function and risk assessment and risk management policies.

Compensation Committee. Messrs. Conway, Gyenes, Kairouz and McBride currently serve on the compensation committee, which is chaired by Mr. Gyenes. The Board of Directors has determined that each member of the compensation committee is “independent” as that term is defined in the applicable Securities and Exchange Commission and New York Stock Exchange rules. Our executive compensation program is administered by the compensation committee of our Board of Directors. Among other things, the compensation committee has overall responsibility for overseeing our executive compensation policies, plans and programs, reviewing our achievements as a company and the achievements of our individual officers and determining the type and level of compensation of our chief executive officer, our other executive officers and our directors.

Nominating and Corporate Governance Committee. Messrs. Conway, Gyenes, Kairouz and Scalet currently serve on the nominating and corporate governance committee, which is chaired by Mr. Gyenes. Our Board of Directors has determined that each member of the nominating and corporate governance committee is “independent” as that term is defined in the applicable Securities and Exchange Commission and New York Stock Exchange rules. Among other things, the nominating and corporate governance committee is responsible for identifying and recommending individuals qualified to serve as members of the Company’s Board of Directors, reviewing and updating the Company’s Corporate Governance Guidelines and evaluating the Company’s Board of Directors and its committees.