GOVERNANCE OF THE COMPANY
Board of Directors
Our
Board of Directors has adopted the Sypris Solutions, Inc. Guidelines on Corporate Governance (the Guidelines). The Guidelines provide a framework for the Companys corporate governance initiatives and cover topics including, but not
limited to, Board and committee composition and operation, director compensation and risk management. The Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines on an annual basis, and reporting any
recommended changes to the Board. A copy of the Guidelines is available on the Companys website at www.sypris.com.
During 2017, the Board held five regular meetings and two special meetings, the Audit and Finance Committee, the Compensation Committee
and the Nominating and Governance Committee held six, four, and five meetings, respectively. All directors attended more than 75% of the Board meetings and meetings of committees of which they are members. Although the Company does not have a formal
policy regarding attendance by directors at the Companys annual meeting of stockholders, all directors attended the 2017 Annual Meeting.
Independence
The Board
has determined that John F. Brinkley, Gary L. Convis, William G. Ferko, William L. Healey, Sidney R. Petersen and Robert Sroka are independent as defined by NASDAQs listing standards. Each of our Audit and Finance, Compensation,
and Nominating and Governance Committees is composed only of independent directors as identified below under the heading Committees of the Board of Directors.
In December 2017, the independent directors selected Robert Sroka to serve an additional
one-year
term as Lead Independent Director. Mr. Sroka, as Lead
Independent Director, presides over periodic independent sessions of the Board in which only independent directors participate. Additional information regarding the role of the Lead Independent Director is provided below under the heading
Board Leadership and Risk Oversight. Stockholders and other parties interested in communicating directly with the Lead Independent Director or with the independent directors as a group, may do so by writing to the Lead Independent
Director, c/o Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222.
Communications with Stockholders
Our Board welcomes communications from our stockholders. Stockholders may send communications to the Board or to any
director in particular, c/o Sypris Solutions, Inc., 101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222. Any stockholder correspondence addressed to the Board or to any director in particular, in care of the Company, is forwarded by us to the
addressee.
Committees of the Board of Directors
During 2017, the Board had three standing committees: the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee.
Audit and Finance Committee
The current members of the Audit and Finance Committee are Gary L. Convis, William L. Healey, Sidney R. Petersen and Robert Sroka (Chairman). Each member of the Audit and Finance Committee satisfies the
additional requirements of the SEC and NASDAQ for audit committee membership, including the heightened independence requirements and the financial literacy requirements. The Board of Directors has also determined that Robert Sroka qualifies as an
audit committee financial expert as defined by SEC rules. During 2017, the
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