Communications with the Board of Directors
The Board has established a process for shareholders to communicate with members of the Board. If you have any concern, question or complaint regarding our
compliance with any policy or law, or would otherwise like to contact the Board, you may reach our directors by writing directly to those individuals c/o Capital Properties, Inc., 5 Steeple Street, Unit 303, Providence, Rhode Island 02903.
Any inquiries received will not be screened by the Company and will be forwarded directly to the director to which such inquiry is addressed, unless it is
believed that a particular inquiry may pose a security risk. The Board sits as a committee of the whole to address any inquiries made by shareholders.
Board Leadership Structure
Robert H. Eder serves as the
Chairman of the Board of the Company and is the Companys chief executive officer. The Board believes that the Companys chief executive officer is best situated to serve as Chairman because he is the director most familiar with the
Companys business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy
development. The Companys independent directors bring experience, oversight and expertise from outside the Company and industry, while the chief executive officer brings Company-specific experience and expertise. The Board believes that the
combined role of Chairman and chief executive officer promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.
One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is
developed. The Board believes the combined role of Chairman and chief executive officer is in the best interest of shareholders because it provides the appropriate balance between strategy, development and independent oversight of management.
Committees of the Board of Directors
The Board has an
Audit Committee and a Compensation Committee, both of which are currently comprised of Messrs. Corso and Triedman, each of whom is independent as defined under applicable rules of the Securities and Exchange Commission (SEC) and NASDAQ
listing requirements.1 Each of the Audit and Compensation Committees has a written charter approved by the Board. Mr. Corso chairs the Audit Committee and Mr. Triedman chairs the
Compensation Committee.
The Audit Committee is responsible for overseeing the establishment and maintenance of an effective financial control environment
for the Company, for establishing procedures for evaluating the system of internal accounting control and for evaluating audit performance.
The Board has
determined that the members of the Audit Committee satisfy the financial literacy requirements of the NASDAQ listing standards and are independent as defined under the NASDAQ listing requirements and applicable rules of the SEC. Additionally, the
Board has determined that Mr. Corso qualifies as an audit committee financial expert as defined by the SEC rules.
1 The Companys Class A Common Stock is traded on the OTCQX. For purposes of determining the independence of directors and members of the Audit Committee, however, the Board has determined to
use the applicable independence standards as defined under the NASDAQ listing requirements.
3