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Governance of the
Company
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the Board with respect to those and other risks, including leadership development and succession. To supplement the reports of the Governance and Nominating Committee, the Chief Executive Officer
reports to the full Board, at least annually, regarding material risks facing the Company, risks it may face in the future, measures that management has employed to address those risks and other information regarding how risk analysis is
incorporated into the Companys corporate strategy and day-to-day business operations.
As part of its risk oversight and compliance responsibilities, the Board, in December 2018, adopted a new Code that serves as an overarching document to supplement
similar policies adopted by its subsidiaries. The Code has been translated into five languages, and training programs are held to ensure the code is understood and observed throughout the Company. In July 2018, the Board appointed a Chief Legal and
Compliance Officer (CLCO) who oversees and manages the legal and compliance functions of the Company on a global basis.
Independence and Committees of the Board of Directors
At its meeting on March 6, 2020, the Board undertook a review of Director Independence.
Except as described under Certain Relationships and Related Party Transactions, it determined that there were no transactions or relationships between any of the Directors or any member of the Directors immediate families and the
Company and its subsidiaries and affiliates. The purpose of this review was to determine the independence of each of the Directors under the rules of the Nasdaq Stock Market and, for audit committee members, also under the rules of the SEC. The
Board determined that, Messrs. Bertoneche, Britt, Chenanda, Guglielmo, Lemaitre, and Schuetz, and Mmes. Dempsey Brown and Koski, qualify as independent. The Board previously confirmed that its former director, Mr. Grzelak also qualified as
independent.
At its meeting on April 20, 2020, the Board undertook a review of Mr. Yadleys independence. The Board determined that Mr. Yadley
qualifies as independent under the rules of the Nasdaq Stock Market. By virtue of his position as President and Chief Executive Officer of the Company, the Board has determined that Mr. Matosevic does not qualify as independent.
The Board has the three standing committees listed below. The current composition of the three standing committees is included in the table set forth under the heading
Directors and Executive Officers.
Audit Committee
The Audit Committee, comprised in 2019 of Marc Bertoneche, Doug Britt, Kennon Guglielmo, David W. Grzelak (Chair through December 12, 2019), and Alexander Schuetz
(Chair beginning December 13, 2019), held nine meetings in 2019. The Board determined, under applicable SEC and Nasdaq rules, that all of the members of the Audit Committee are independent and that Dr. Bertoneche meets the qualifications
as an Audit Committee Financial Expert, and he has been so designated. The functions of the Audit Committee are to select the independent public accountants who will prepare and issue an audit report on the annual financial statements of the Company
and a report on the Companys internal controls over financial reporting, to establish the scope of and the fees for the prospective annual audit with the independent public accountants, to review the results thereof with the independent public
accountants, to review and approve non-audit services of the independent public accountants, to review compliance with existing major accounting and financial policies of the Company, to review the adequacy of
the financial organization of the Company, to review managements procedures and policies relative to the adequacy of the Companys internal accounting controls, to review areas of financial risk and provide fraud oversight, to review
compliance with federal and state laws relating to accounting practices and to review and approve transactions, if any, with affiliated parties. It also invites and investigates reports regarding accounting, internal accounting controls or auditing
irregularities or other matters.
The Audit Committee is responsible for review of managements monitoring of the Companys compliance with its Code,
including its confidential ethics reporting hotline and the periodic review and update of the Code. No waivers of the Companys Code were requested or granted during the year ended December 28, 2019. The Code is available on the Investors
page of our website www.heliostechnologies.com and from the Company upon written request sent to the Corporate Secretary, 1500 West University Parkway, Sarasota, Florida 34243.
The Audit Committee is governed by a written charter approved by the Board. The charter is available on the Investors page of our website www.heliostechnologies.com
and from the Company upon written request sent to the Corporate Secretary, 1500 West University Parkway, Sarasota, Florida 34243.
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2020 Proxy Statement | 11
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